Share-Based Compensation and Other Benefit Plans

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation and Other Benefit Plans

Share-Based Compensation

We recognize share-based compensation expense related to our share-based compensation plans as a component of G&A expenses in our Condensed Consolidated Statements of Operations.

We reserved a total of 4,424,600 shares of common stock for issuance under the Penn Virginia Corporation Management Incentive Plan (the “Plan”) for share-based compensation awards. A total of 608,938 RSUs and 201,491 PRSUs have been granted to employees and directors under the Plan through March 31, 2021. Additionally, in the third quarter of 2020 and first quarter of 2021, 57,500 and 24,200 RSUs and 57,500 and 24,200 PRSUs, respectively, were issued outside the Plan to Mr. Henke and to Ms. Gwaltney as an inducement awards upon their appointments as President and CEO and Senior Vice President, Development, respectively. As of March 31, 2021, a total of 209,486 RSUs and 150,512 PRSUs are unvested and outstanding.

We recognized $2.2 million, including approximately $1.9 million as a result of change-in-control event associated with the Juniper transactions, and $0.9 million of expense attributable to the RSUs and PRSUs for the three months ended March 31, 2021 and 2020, respectively

A total of 48,641 RSUs were granted during the three months ended March 31, 2021 with an average grant-date fair value of $13.69. A total of 223,882 RSUs were granted during the three months ended March 31, 2020 with an average grant-date fair value of $2.78. The RSUs are being charged to expense on a straight-line basis over a range of less than one to three years. In the three months ended March 31, 2021 and 2020, 102,586 and 22,321 shares were issued upon vesting/settlement of RSUs, net of shares withheld for income taxes, respectively.

During the three months ended March 31, 2021, 24,200 PRSUs were granted. A total of 87,899 PRSUs were granted during the three months ended March 31, 2020. For the PRSUs granted in 2019 and March 2020, the performance period is 2020 through 2022. The performance period for Mr. Henke’s September 2020 PRSU inducement grant and Ms. Gwaltney’s January 2021 grant is 2021 through 2023. Vesting of the PRSUs can range from zero to 200 percent of the original grant based on the performance of our common stock relative to a defined peer group. Due to their market condition, the PRSUs are being charged to expense using graded vesting over a maximum of three years. The fair value of each PRSU award was estimated on their applicable grant date using a Monte Carlo simulation with $34.02 per PRSU for the 2019 grants, a range of $2.40 to $16.02 per PRSU for the 2020 grants and $21.82 per PRSU for the 2021 grant. In the three months ended March 31, 2021, 6,800 shares were issued upon settlement of PRSUs, net of shares withheld for income taxes.

The ranges for the assumptions used in the Monte Carlo model for the PRSUs granted during 2021, 2020 and 2019 are presented as follows:


	2021		2020		2019
Expected volatility	126.2	%	101.32% to 117.71%		49.9	%
Dividend yield	0.0	%	0.0	%	0.0	%
Risk-free interest rate	0.22	%	0.18% to 0.51%		1.66	%

Other Benefit Plans

We maintain the Penn Virginia Corporation and Affiliated Companies Employees 401(k) Plan (the “401(k) Plan”), a defined contribution plan, which covers substantially all of our employees. We recognized $0.2 million and $0.2 million of expense attributable to the 401(k) Plan for the three months ended March 31, 2021 and 2020, respectively. The charges for the 401(k) Plan are recorded as a component of G&A expenses in our Condensed Consolidated Statements of Operation.

We maintain unqualified legacy defined benefit pension and defined benefit postretirement plans that cover a limited number of former employees, all of whom retired prior to January 1, 2000. The combined expense recognized with respect to these plans was less than $0.1 million for each of the three months ended March 31, 2021 and 2020. The charges for these plans are recorded as a component of “Other income (expense)” in our Condensed Consolidated Statements of Operation.