We grant share-based compensation awards to our officers, directors, and certain key employees pursuant to the 2017 Viad Corp Omnibus Incentive Plan, as amended (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock awards and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards. In June 2017, we reserved 1,750,000 shares of common stock for issuance under the 2017 Plan. On May 24, 2022, we amended and restated the 2017 Plan, which among other things, increased the number of shares reserved for issuance under the 2017 Plan by 840,000 shares, bringing the total number of reserved shares to 2,590,000. As of December 31, 2023, there were 798,446 shares available for future grant under the 2017 Plan.

The following table summarizes share-based compensation expense:


	Year Ended December 31,
(in thousands)	2023			2022			2021
Performance-based restricted stock units	$	3,282		$	541		$	549
Restricted stock awards and restricted stock units		6,523			6,703			5,451
Stock options		1,647			2,997			1,727
Share-based compensation expense before income tax		11,452			10,241			7,727
Income tax benefit(1)		(151	)		(117	)		(82	)
Share-based compensation expense, net of income tax	$	11,301		$	10,124		$	7,645

(1)

The income tax benefit amount for all periods primarily reflects the tax benefit associated with our Canadian-based employees. Refer to Note 18 – Income Taxes.

We recorded no share-based compensation expense through restructuring charges in 2023, 2022 or 2021. No share-based compensation costs were capitalized during 2023, 2022, or 2021.

PRSUs are tied to our stock price and the expected achievement of certain performance-based criteria. The vesting of PRSUs is based upon the achievement of the performance-based criteria over a three to four-year period. We account for PRSUs that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair

value on the grant date on a straight-line basis over the vesting period. The estimated number of units to be achieved is updated each reporting period.

We account for PRSUs that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are recorded when they occur.

During the year ended December 31, 2023, we granted PRSUs all of which are payable in shares.

In 2023, PRSUs granted in 2020 vested; however, as performance metrics were not achieved, no awards were paid in cash or in shares. In 2022, PRSUs granted in 2019 vested and we paid $0.4 million in cash. No PRSUs were paid in shares in 2022. In 2021, PRSUs granted in 2018 vested; however, as performance metrics were not achieved, no awards were paid in cash or in shares.

As of December 31, 2023, the unamortized cost of outstanding equity-based PRSUs was $5.0 million, which we expect to recognize over a weighted-average period of approximately 1.7 years. Liabilities related to liability-based PRSUs were zero as of December 31, 2023 and December 31, 2022.

The following table summarizes the activity of the outstanding PRSU awards:


	Equity-Based PRSUs					Liability-Based PRSUs
	Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value
Balance at December 31, 2022		101,785		$	31.28		40,075		$	56.06
Granted(1)		191,883		$	36.48		—		$	—
Vested		—		$	—		(40,075	)	$	56.06
Forfeited(1)		(9,475	)	$	36.46		—		$	—
Balance at December 31, 2023		284,193		$	34.62		—		$	—

(1)

Includes adjustments for estimated achievement of performance-based criteria.

Restricted stock awards and restricted stock units are service-based awards. We account for restricted stock awards and restricted stock units that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period.

We account for restricted stock units that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are recorded when they occur.

As of December 31, 2023, the unamortized cost of outstanding equity-based restricted stock awards and restricted stock units was $7.2 million, which we expect to recognize over a weighted-average period of approximately 1.2 years. We withheld 48,039 shares for $1.5 million during 2023, 43,887 shares for $1.4 million during 2022, and 37,686 shares for $1.6 million during 2021 related to tax withholding requirements on vested share-based awards.

Aggregate liabilities related to liability-based restricted stock units were zero as of December 31, 2023 and $0.1 million as of December 31, 2022. In 2023, 2,260 restricted stock units vested, and we paid $0.1 million in cash. In 2022, 3,709 restricted stock units vested, and we paid $0.1 million in cash. In 2021, 3,174 restricted stock units vested, and we paid $0.1 million in cash.

The following table summarizes the activity of the outstanding restricted stock awards and restricted stock units:


	Equity-Based Restricted Stock Awards					Equity-Based Restricted Stock Units					Liability-Based Restricted Stock Units
	Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value
Balance at December 31, 2022		23,292		$	54.03		412,019		$	33.43		2,260		$	54.75
Granted		—		$	—		227,891		$	28.96		—		$	—
Vested		(23,011	)	$	54.20		(160,578	)	$	33.49		(2,260	)	$	54.75
Forfeited		(11	)	$	56.23		(30,339	)	$	32.92		—		$	—
Balance at December 31, 2023		270		$	39.28		448,993		$	31.18		—		$	—

We grant non-qualified stock options that are performance-based, as well as non-qualified stock options that are service-based. The performance-based awards are recognized on a straight-line basis over the respective performance period, and the underlying shares expected to be settled are adjusted each reporting period based on estimated future achievement of the respective performance metrics. The service-based awards are recognized on a straight-line basis over the requisite service period on a graded-vesting schedule ranging from one to three years. We did not grant any stock options during 2023.

The following table summarizes stock options outstanding and exercisable as of December 31, 2023:


	Options Outstanding						Options Exercisable
Range of exercise prices	Shares		Weighted-Average Remaining Contractual Life (in years)		Weighted-Average Exercise Price		Shares		Weighted-Average Exercise Price
$21.85		54,150		3.65	$	21.85		54,150	$	21.85
$33.96		233,970		5.15	$	33.96		77,991	$	33.96
$44.80		137,858		4.15	$	44.80		91,906	$	44.80
$21.85 - $44.80		425,978		4.64	$	35.93		224,047	$	35.48

The aggregate intrinsic value of stock options outstanding at December 31, 2023 was $1.3 million, which represents the difference between our closing stock price at the end of the reporting period and the exercise price, multiplied by the number of in-the-money stock options. The aggregate intrinsic value of options exercisable at December 31, 2023 was $1.0 million

As of December 31, 2023 and 2022, the total unrecognized compensation cost related to non-vested stock option awards was $0.6 million and $2.3 million, respectively. We expect to recognize such costs over a weighted-average period of approximately 0.5 years.