2018 Equity Incentive Plan. In 2020, our stockholders approved an amendment to increase the number of shares of our common stock reserved for issuance pursuant to our long-term equity compensation plan for employees and non-employee directors (the “2018 Plan”) to 7,050,000 shares. The 2018 Plan expires in March 2028. The capital stock available for issuance under the 2018 Plan consists of shares of the Company’s authorized but unissued common stock or previously issued common stock that has been reacquired by the Company. Additionally, to the extent that an award under the 2018 Plan, in whole or in part, is canceled, expired, forfeited, settled in cash or otherwise terminated without delivery of shares, such shares remain

available for issuance. Any shares withheld for taxes cannot be recycled under this plan. Awards may be issued in the form of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”) and other stock-based awards. Awards may vest over periods of continued service or upon the satisfaction of performance conditions set at the discretion of the Compensation Committee of our board of directors (the “Compensation Committee”), with a minimum one-year vesting period applicable to most awards. With regard to SARs and stock options, awards have a maximum exercisable period of ten years. As of December 31, 2022, there were 3,840,404 shares available for grant under the 2018 Plan.

2010 Long-Term Equity Compensation Plan. Our Amended and Restated 2010 Long-Term Equity Compensation Plan, approved in 2013 (the “2010 Plan”), remains outstanding and we may continue to use the 2010 Plan to grant awards. No awards may be granted under the 2010 Plan on or after June 5, 2023. As of December 31, 2022, there were 245,156 shares available for grant under the 2010 Plan.

2015 SRC Equity Incentive Plan. Pursuant to the closing of the SRC Acquisition, SRC granted PSUs to certain SRC executives (the “SRC PSUs”) under the 2015 SRC Equity Incentive Plan (the “2015 SRC Plan”). The SRC PSUs were converted into 155,928 PDC PSUs and remained subject to the same terms and conditions (including performance-vesting terms) that applied immediately prior to the closing of the SRC Acquisition. As of December 31, 2021, all converted SRC PSUs vested and in 2022, the 2015 SRC Plan was closed and retired.

The Company grants to executive officers and employees time-based RSUs, which vest ratably over a three-year service period. The fair value of these time-based RSUs is based on the closing market price of our common stock on the grant date and is recognized ratably over the requisite service period. The time-based RSUs generally vest ratably on each anniversary following the grant date provided that a participant is continuously employed.

The weighted average grant-date fair value of restricted stock units was $70.01, $33.64 and $11.98 for the years ended December 31, 2022, 2021 and 2020, respectively. The total grant-date fair value of restricted stock units that vested for the years ended December 31, 2022, 2021 and 2020 was $15.2 million, $13.6 million and $20.4 million, respectively. Total compensation cost related to non-vested time-based awards and not yet recognized on the consolidated statements of operations as of December 31, 2022 was $24.7 million. This cost is expected to be recognized over a weighted average period of 1.3 years.

The Company grants to certain executive officers PSUs, which are subject to market-based vesting criteria as well as a three-year service period. The market-based shares vest if the participant is continuously employed throughout the performance period and the market-based performance measure is achieved. The fair value of the market-based PSUs is amortized ratably over the requisite service period. All compensation cost related to the market-based awards will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved.

The Compensation Committee awarded a total of 102,098 market-based PSUs to our executive officers during 2022. In addition to continuous employment, the vesting of these PSUs is contingent on a combination of absolute stock performance and our total stockholder return (“TSR”), which is essentially our stock price change including any dividends over a three-year period ending on December 31, 2024, as compared to the TSR of a group of peer companies over the same period. The PSUs will result in a payout between zero and 250 percent of the target PSUs awarded.

The grant-date fair value was estimated using a Monte Carlo valuation model. The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. The expected term of the awards was based on the requisite service period. The risk-free interest rate was based on the U.S. Treasury yields in effect at the time of grant and extrapolated to approximate the life of the award. The expected volatility was based on our common stock historical volatility, as well as that of our peer group.

The expected term of the awards is based on the number of years from the grant date through the end of the performance period. The risk-free interest rate was based on the U.S. Treasury yields in effect at the time of grant, extrapolated to approximate the life of the awards. The expected volatility was based on our common stock historical volatility, as well as that of our peer group.


	Shares	Weighted Average Grant-Date Fair Value per Share
Non-vested at December 31, 2021	439,229	$	43.21
Granted	102,098	107.85
Granted for performance multiple(1)	347,363	33.52
Vested	(578,937)	33.52
Non-vested at December 31, 2022	309,753	71.76

_______________

The total grant-date fair value of performance stock units that vested in the years ended December 31, 2022, 2021 and 2020 was $19.4 million, $11.6 million and $4.7 million, respectively. Total compensation cost related to non-vested market-based awards not yet recognized on the consolidated statements of operations as of December 31, 2022 was $11.6 million. This cost is expected to be recognized over a weighted average period of 1.3 years.

We are authorized to issue 50,000,000 shares of preferred stock, par value $0.01 per share, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by our board of directors from time to time. Through December 31, 2022, no shares of preferred stock have been issued.

In 2019, our board of directors approved a program pursuant to which we may acquire shares of our common stock from time to time. At December 31, 2021, $187.3 million of the approved $525.0 million remained available for repurchase under the stock repurchase program. In February 2022, our board of directors approved a new stock repurchase program that reset the total repurchase value to $1.25 billion. The stock repurchase program does not require any specific number of shares to be acquired and can be modified or discontinued by our board of directors at any time. Repurchases under the program can be made in open markets at our discretion and in compliance with safe harbor provisions, or in privately negotiated transactions. Pursuant to the program, we repurchased 12.1 million and 3.8 million shares of outstanding common stock at a cost of $823.4 million and $159.5 million during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, $454.7 million remained available under the program for repurchases of our outstanding common stock. In February 2023, our board of directors approved a $750 million increase in the size of our stock repurchase program.

In the second quarter of 2021, our board of directors approved the declaration and payment of quarterly cash dividends of common stock. For the years ended December 31, 2022 and 2021, our dividends declared totaled $1.95 per share of outstanding common stock or $184.3 million and $0.86 per share of outstanding common stock or $83.6 million, respectively. All RSUs and PSUs receive a dividend equivalent per unit, recognized as a liability included in other liabilities on our consolidated balance sheets, until the recipients receive the equivalents upon vesting. Dividends declared were recorded as a reduction of retained earnings, however, if there were no retained earnings as of the date of declaration, dividends declared were recorded as a reduction of additional paid-in capital. Future dividend payments must be approved by our board of directors and will depend on our liquidity, financial requirements, and other factors considered relevant by our board. In February 2023, our board of directors approved an increase in the quarterly base dividend from $0.35 to $0.40 per share.