We reserved 4,424,600 shares of Class A Common Stock for issuance under the Ranger Oil Management Incentive Plan (the “Incentive Plan”) for share-based compensation awards. A total of 762,259 time-vested restricted stock units (“RSUs”) and 484,197 performance-based restricted stock units (“PRSUs”) have been granted to employees and directors through December 31, 2021.

The Merger Agreement provided the terms in which Lonestar share-based awards held by Lonestar employees were replaced with share-based awards of the Company (“replacement awards”) on the acquisition date. For accounting purposes, the fair value of the replacement awards must be allocated between each employee’s pre-combination and post-combination services. Amounts allocated to pre-combination services have been included as consideration transferred as part of the Lonestar Acquisition. See Note 4 for a summary of consideration transferred. Compensation costs of $10.4 million allocated to post-combination services were recorded as stock-based compensation expense from the immediate vesting of these awards pursuant to the terms of the Merger Agreement.

We recognized $15.6 million (including $10.4 million and $1.9 million as a result of the change-in-control events associated with the Lonestar Acquisition and the Juniper Transactions, respectively), $3.3 million and $4.1 million of share-based compensation expense for the years ended December 31, 2021, 2020 and 2019, respectively, and $0.5 million, $0.1 million and $0.1 million of related income tax benefits for the years ended December 31, 2021, 2020 and 2019, respectively. All of our share-based compensation awards are classified as equity instruments because they result in the issuance of common stock on the date of grant, upon exercise or are otherwise payable in common stock upon vesting, as applicable. The compensation cost attributable to these awards has been measured at the grant date and recognized over the applicable vesting periods as a non-cash expense.

The RSUs entitle the grantee to receive a share of common stock upon the achievement of the applicable service period vesting requirement. The grant date fair value of our time-vested RSU awards are recognized on a straight-line basis over the applicable vesting period, which is generally over a three-year period.


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
Balance at beginning of year	319,280	$	13.56
Granted	120,262	$	14.12
Vested	(174,972)	$	20.81
Forfeited	(34,053)	$	10.65
Balance at end of year	230,517	$	9.20

As of December 31, 2021, we had $1.5 million of unrecognized compensation cost attributable to RSUs. We expect that cost to be recognized over a weighted-average period of 1.85 years. The total grant date fair values of RSUs that vested in 2021, 2020 and 2019 were $3.6 million, $2.8 million and $3.0 million, respectively.


	2021	2020	2019
PRSUs granted 1	225,206	145,399	15,066
Monte Carlo grant date fair value 2	$17.74 to $33.31	$2.40 to $16.02	$	34.02
Average grant date fair value 3	$13.63	not applicable	not applicable

1 The 2020 PRSU grants include one executive officers’ inducement award originally granted in August 2020 that was amended in April 2021 to conform vesting conditions to other PRSU awards granted in 2021.

Compensation expense for PRSUs with a market condition is being charged to expense on a straight-line basis for the 2021 grants and graded-vesting for the 2020 and 2019 grants, over a range of less than one to three years. Compensation expense for PRSUs with a performance condition is recognized on a straight-line basis over three years, when it is considered probable that the performance condition will be achieved and such grants are expected to vest.

The 2021 PRSU grants are based 50% on the Company’s return on average capital employed (“ROCE”) relative to a defined peer group and 50% based on the Company’s absolute total shareholder return and total shareholder return (“TSR”) relative to a defined peer group over the three year performance period. The 2021 PRSUs cliff vest from 0% to 200% of the original grant at the end of a three-year performance period based on satisfaction of the respective underlying conditions.

Vesting of PRSUs granted in 2020 and 2019 range from 0% to 200% of the original grant based on TSR relative to a defined peer group over the three year performance period. As TSR is deemed a “market condition”, the grant-date fair value for the 2019, 2020 and a portion of the 2021 PRSU grants is derived by using a Monte Carlo model. 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 1		2020 1		2019
Expected volatility	131.74% to 134.74%		101.32% to 117.71%		49.90	%
Dividend yield	0.0	%	0.0	%	0.0	%
Risk-free interest rate	0.22% to 0.29%		0.18% to 0.51%		1.66	%
Performance period	2021-2023		2020-2022		2020-2022

1 One executive officer’s inducement award originally granted in August 2020 was amended in April 2021 to conform vesting conditions to other PRSU awards granted in 2021. The Monte Carlo assumptions for both years are included above.


	Performance Restricted Stock Units	Weighted-Average Grant Date Fair Value
Balance at beginning of year	173,532	$	13.68
Granted	225,206	$	22.44
Vested	(9,816)	$	26.60
Forfeited	(43,853)	$	14.90
Balance at end of year	345,069	$	16.20

In August 2020, we appointed Darrin Henke our new president and chief executive officer, or CEO, and director following the retirement of John Brooks. We incurred incremental G&A costs of approximately $1.2 million, in connection with Mr. Henke’s appointment and Mr. Brooks’ separation. In addition to those incremental costs, we recognized $0.7 million during the year ended December 31, 2020 for the accelerated vesting of certain share-based compensation awards of Mr. Brooks in connection with his retirement.

In December 2019, Steven A. Hartman separated from the Company. In accordance with his separation and transition agreement (“Hartman Separation Agreement”), we recorded a charge of $0.5 million for severance and other cash benefits that were paid in the first quarter of 2020. The Hartman Separation Agreement also provided for the accelerated vesting of certain share-based compensation awards for which we recognized accelerated expense of $0.2 million during the year ended December 31, 2019. The costs associated with the Hartman Separation Agreement, including the share-based compensation charges, were included as a component of General and administrative expenses in our consolidated statements of operations for the year ended December 31, 2019.

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 provide matching contributions on our employees’ elective deferral contributions up to 6% of compensation up to the maximum statutory limits. The 401(k) Plan also provides for discretionary employer contributions. The expense recognized with respect to the 401(k) Plan was $1.0 million, $0.9 million, $0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, and is included as a component of General and administrative expenses in our consolidated statements of operations. Amounts representing accrued obligations to the 401(k) Plan of $0.3 million and $0.2 million are included within Accounts payable and accrued expenses on our consolidated balance sheets as of December 31, 2021 and 2020, respectively.

We maintain unqualified legacy defined benefit pension and defined benefit postretirement health care plans which cover a limited population of former employees that retired prior to January 1, 2000. The combined expense recognized with respect to these plans was less than $0.1 million for each year ended December 31, 2021, 2020 and 2019, and is included as a component of Other, net in our consolidated statements of operations. The combined unfunded benefit obligations under these plans were $1.1 million and $1.3 million as of December 31, 2021 and 2020, respectively, and are included within the Accounts payable and accrued liabilities (current portion) and Other liabilities (non-current portion) on our consolidated balance sheets.