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Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Share-based Payment Arrangement [Abstract]

Employee Benefit Plans

Note 13 — Employee Benefit Plans

Long-Term Incentive Plan

We currently have one active long-term incentive plan, the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). The 2005 Incentive Plan is administered by the Compensation Committee of our Board (the “Compensation Committee”). The Compensation Committee also determines the type of award to be made to each recipient and, as set forth in the related award agreement, the terms, conditions and limitations applicable to each award. The Compensation Committee may grant various forms of award in accordance with the 2005 Incentive Plan. Awards that have been granted to employees under the 2005 Incentive Plan have a vesting period of three years (or 33% per year) with the exception of PSUs, which vest in amounts in accordance with their terms on the third anniversary date of the grant.

The 2005 Incentive Plan currently has 17.3 million shares authorized for issuance, which includes a maximum of 2.0 million shares that may be granted as incentive stock options. As of December 31, 2023, there were approximately 3.4 million shares of our common stock available for issuance under the 2005 Incentive Plan and no incentive stock options are currently outstanding.

The following grants of share-based awards were made in 2023 under the 2005 Incentive Plan:


						Grant Date
						Fair Value
Date of Grant		Award Type		Shares/Units		Per Share/Unit			Vesting Period/Vesting Date
January 1, 2023 ⁽¹⁾		RSU		506,436		$	7.38		33% per year over three years
January 3, 2023 ⁽¹⁾		PSU		489,498		$	9.26		100% on December 31, 2025
January 1, 2023 ⁽²⁾		Restricted stock		9,210		$	7.38		100% on January 1, 2025
April 1, 2023 ⁽²⁾		Restricted stock		7,267		$	7.74		100% on January 1, 2025
July 1, 2023 ⁽²⁾		Restricted stock		7,622		$	7.38		100% on January 1, 2025
October 1, 2023 ⁽²⁾		Restricted stock		5,076		$	11.17		100% on January 1, 2025
December 6, 2023 ⁽²⁾		Restricted stock		119,049		$	8.82		100% on December 6, 2024

(1)	Reflects grants to our executive officers.

(2)	Reflects grants to certain independent members of our Board.

In January 2024, we granted certain officers 375,730 RSUs and 351,410 PSUs under the 2005 Incentive Plan. The grant date fair value of the RSUs was $10.28 per unit or $3.9 million. The grant date fair value of the PSUs was $12.30 per unit or $4.3 million. PSUs and RSUs issued in 2024 are payable in either cash or stock, or a combination thereof, at the discretion of the Compensation Committee. Also in January 2024, we granted $6.1 million of fixed value cash awards to select management employees under the 2005 Incentive Plan.

Restricted Stock Awards

We grant restricted stock to members of our Board and from time to time our executive officers and select management employees. The following table summarizes information about our restricted stock:


		Year Ended December 31,
		2023					2022					2021
				Grant Date					Grant Date					Grant Date
		Shares		Fair Value ⁽¹⁾			Shares		Fair Value ⁽¹⁾			Shares		Fair Value ⁽¹⁾
Awards outstanding at beginning of year		387,628		$	6.70		853,726		$	5.62		1,176,951		$	6.61
Granted		148,224			8.68		253,358			5.33		332,841			3.59
Vested ⁽²⁾		(342,723)			7.10		(719,456)			4.94		(656,066)			6.35
Awards outstanding at end of year		193,129		$	7.52		387,628		$	6.70		853,726		$	5.62

(1)	Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant.

(2)	Total fair value of restricted stock that vested during the years ended December 31, 2023, 2022 and 2021 was $2.9 million, $2.9 million and $2.6 million, respectively.

For the years ended December 31, 2023, 2022 and 2021, $1.3 million, $2.5 million and $3.3 million, respectively, were recognized as share-based compensation related to restricted stock. Future compensation cost associated with unvested restricted stock at December 31, 2023 totaled approximately $1.2 million. The weighted average vesting period related to unvested restricted stock at December 31, 2023 was approximately 0.7 years.

PSU Awards

Our PSUs granted prior to 2021 were settled solely in shares of our common stock and were accounted for as equity awards. Our PSUs granted beginning in January 2021 may be settled in either cash or shares of our common stock, or a combination thereof, upon vesting at the discretion of the Compensation Committee and have been accounted for as equity awards. Those PSUs consist of two components: (i) 50% based on the performance of our common stock against peer group companies, which component contains a service and a market condition, and (ii) 50% based on cumulative total Free Cash Flow, which component contains a service and a performance condition. Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. Our PSUs cliff vest at the end of a three-year period with the maximum amount of the award being 200% of the original PSU awards and the minimum amount being zero.

The following table summarizes information about our PSU awards:


		Year Ended December 31,
		2023					2022					2021
				Grant Date					Grant Date					Grant Date
		Units		Fair Value ⁽¹⁾			Units		Fair Value ⁽¹⁾			Units		Fair Value ⁽¹⁾
PSU awards outstanding at beginning of year		1,888,024		$	6.25		1,381,469		$	8.34		1,297,126		$	9.99
Granted		489,498			9.26		1,065,705			4.25		452,381			5.33
Vested		(369,938)			13.15		(559,150)			7.60		(368,038)			10.44
PSU awards outstanding at end of year		2,007,584		$	5.71		1,888,024		$	6.25		1,381,469		$	8.34

(1)	Represents the weighted average grant date fair value.

For the years ended December 31, 2023, 2022 and 2021, $4.8 million, $4.8 million and $4.1 million, respectively, were recognized as share-based compensation related to PSUs. Future compensation cost associated with unvested PSU awards at December 31, 2023 totaled approximately $5.4 million. The weighted average vesting period related to unvested PSUs at December 31, 2023 was approximately 1.0 year. PSUs granted in 2021 are expected to vest at a 181% performance factor in March 2024 once the Free Cash Flow payout factor is finalized, representing an estimated 818,810 shares of our common stock. In January 2023, 369,938 PSUs granted in 2020 vested at a 77% performance factor, representing 285,778 shares of our common stock with a total market value of $3.6 million. In January 2022, 559,150 PSUs granted in 2019 vested at a 157% performance factor, representing 876,469 shares of our common stock with a total market value of $3.2 million.

RSU Awards

Our currently outstanding RSUs may be settled in either cash or shares of our common stock, or a combination thereof, upon vesting at the discretion of the Compensation Committee and have been accounted for as liability awards.

The following table summarizes information about our RSU awards:


		Year Ended December 31,
		2023					2022					2021
				Grant Date					Grant Date					Grant Date
		Units		Fair Value ⁽¹⁾			Units		Fair Value ⁽¹⁾			Units		Fair Value ⁽¹⁾
RSU awards outstanding at beginning of year		1,367,294		$	3.36		452,381		$	4.20		—		$	—
Granted		506,436			7.38		1,065,705			3.12		452,381			4.20
Vested		(506,028)			3.44		(150,792)			4.20		—			—
RSU awards outstanding at end of year		1,367,702		$	4.82		1,367,294		$	3.36		452,381		$	4.20

(1)	Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant.

Compensation cost recognized for the years ended December 31, 2023, 2022 and 2021 was $6.8 million and $3.7 million and $0.5 million, respectively, which approximated the fair value of RSUs vested in January 2024, 2023 and 2022, respectively. Future compensation cost based on the fair value of unvested RSUs at December 31, 2023 totaled approximately $7.1 million. The weighted average vesting period related to unvested RSUs at December 31, 2023 was approximately 1.3 years.

Cash Awards

In 2023, 2022 and 2021, we granted fixed value cash awards of $6.0 million, $5.5 million and $3.5 million, respectively, to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years. For the years ended December 31, 2023, 2022 and 2021, we recognized compensation costs of $4.5 million and $4.3 million and $4.0 million, respectively, which reflect the cash payouts made in January 2024, 2023 and 2022, respectively.

Defined Contribution Plans

We sponsor a defined contribution 401(k) retirement plan in the U.S. We also contribute to various other defined contribution plans globally. For the years ended December 31, 2023, 2022 and 2021, we made contributions to our defined contribution plans totaling $4.3 million, $3.0 million and $1.3 million, respectively.

Employee Stock Purchase Plan

As of December 31, 2023, 1.2 million shares were available for issuance under the ESPP. Eligible employees who participate in the ESPP may purchase shares of our common stock through payroll deductions on an after-tax basis over a four-month period beginning on January 1, May 1, and September 1 of each year during the term of the ESPP, subject to certain restrictions and limitations established by the Compensation Committee and Section 423 of the Internal Revenue Code. The per share price of common stock purchased under the ESPP is equal to 85% of the lesser of its fair market value on (i) the first trading day of the purchase period or (ii) the last trading day of the purchase period. The ESPP currently has a purchase limit of 260 shares per employee per purchase period.