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Equity-Based Compensation | 6 Months Ended
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Jun. 30, 2022
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | Equity-Based Compensation Oasis equity awards. The Company has granted restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance share units (“PSUs”), leveraged stock units (“LSUs”) and phantom unit awards under the Oasis Petroleum Inc. 2020 Long Term Incentive Plan (the “Oasis Plan”). In accordance with the FASB’s authoritative guidance for share-based payments, the Company accounts for the RSAs, RSUs, PSUs and LSUs as equity classified awards and the phantom unit awards as liability classified awards. Equity-based compensation expense from continuing operations is recognized in general and administrative expenses on the Company’s Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2022, the Company recognized $4.8 million and $9.6 million in equity-based compensation expenses related to equity classified awards, respectively. During the three and six months ended June 30, 2021, the Company recognized $4.7 million and $6.4 million in equity-based compensation expenses related to equity classified awards, respectively. Equity-based compensation expenses related to liability classified awards were not material during the three and six months ended June 30, 2022 and 2021. Equity-based compensation expense from discontinued operations is recognized in income from discontinued operations, net of income tax on the Company’s Consolidated Statements of Operations. Equity-based compensation expenses related to equity and liability classified awards attributable to discontinued operations were not material during the three and six months ended June 30, 2022 and 2021. Restricted stock awards. The Company previously granted RSAs, which are legally issued shares, to non-employee directors of Oasis under the Oasis Plan which vest over a three-year period subject to a service condition. The fair value is based on the closing price of the Company’s common stock at the date of grant or, if applicable, the date of modification. No RSAs were granted during the six months ended June 30, 2022. Pursuant to the Oasis Plan and the award agreements governing the RSAs, upon a “change in control”, each outstanding RSA granted pursuant to the Oasis Plan, will become fully vested. The completion of the Merger on July 1, 2022 represented a “change in control” such that all 64,920 outstanding RSAs became fully vested. Restricted stock units. The Company previously granted RSUs to employees of Oasis under the Oasis Plan. RSUs are contingent shares that are scheduled to vest ratably each year over a three-year or four-year period. The fair value is based on the closing price of the Company’s common stock on the date of grant or, if applicable, the date of modification. Compensation expense is recognized ratably over the requisite service period. No RSUs were granted during the six months ended June 30, 2022. Performance share units. The Company previously granted PSUs to certain employees of Oasis under the Oasis Plan. PSUs are contingent shares that may be earned over three-year and four-year performance periods. The number of PSUs to be earned is subject to a market condition, which is based on a comparison of the total shareholder return (“TSR”) achieved with respect to shares of the Company’s common stock against the TSR achieved by a defined peer group at the end of the applicable performance periods, with 50% of the PSU awards eligible to be earned based on performance relative to a certain group of the Company’s oil and gas peers and 50% of the PSU awards eligible to be earned based on performance relative to the broad-based Russell 2000 index. Depending on the Company’s TSR performance relative to the defined peer group, award recipients may earn between 0% and 150% of target. No PSUs were granted during the six months ended June 30, 2022. Pursuant to the Merger Agreement, upon a “change in control” (as defined in the Oasis Plan and the award agreements governing the PSUs) that occurs prior to the end of the applicable performance period, the number of PSUs to be earned will be certified based upon the greater of (i) target performance and (ii) actual achievement of the performance criteria measured based on the truncated performance period ending immediately prior to the effective time of the “change in control.” The completion of the Merger on July 1, 2022 represented a “change in control” such that performance was certified by Oasis for the outstanding PSUs as of immediately prior to the effective time of the Merger. Upon completion of the Merger, such awards are no longer subject to TSR performance-based vesting conditions but retain the time-based vesting criteria contained in the original award agreement. As a result of the completion of the Merger on July 1, 2022, 250,009 PSUs were earned by award recipients and converted into time-based awards. Leveraged stock units. The Company previously granted LSUs to certain employees of Oasis under the Oasis Plan. LSUs are contingent shares that may be earned over a three-year or four-year performance period. The number of LSUs to be earned is subject to a market condition, which is based on the TSR performance of the Company’s common stock measured against specific premium return objectives. Depending on the Company’s TSR performance, award recipients may earn between 0% and 300% of target; however, the number of shares delivered in respect to these awards during the grant cycle may not exceed ten times the fair value of the award on the grant date. No LSUs were granted during the six months ended June 30, 2022. Pursuant to the Merger Agreement, upon a “change in control” (as defined in the Oasis Plan and the award agreements governing the LSUs) that occurs prior to the end of the applicable performance period, the number of LSUs to be earned will be certified based upon the greater of (i) target performance and (ii) actual achievement of the performance criteria measured based on the truncated performance period ending immediately prior to the effective time of the “change in control.” The completion of the Merger on July 1, 2022 represented a “change in control” such that performance was certified by Oasis for the outstanding LSUs as of immediately prior to the effective time of the Merger. Upon completion of the Merger, such awards are no longer subject to TSR performance-based vesting conditions but retain the time-based vesting criteria contained in the original award agreement. As a result of the completion of the Merger on July 1, 2022, 787,218 LSUs were earned by award recipients and converted into time-based awards. Assumed Whiting Equity Awards. In addition, pursuant to the Merger Agreement, at the effective time of the Merger, the Company assumed the Whiting Petroleum Corporation 2020 Equity Incentive Plan (the “Whiting Plan”) and the outstanding RSUs and PSUs granted under the Whiting Plan, and accordingly (i) all shares remaining available for issuance under the Whiting Plan as of the Merger were automatically converted into shares of the Company’s common stock, available for issuance under the Whiting Plan and (ii) all such RSUs and PSUs were automatically converted into RSUs and PSUs, respectively, that, to the extent earned, will be settled in shares of the Company’s common stock, subject to appropriate adjustments to the number of shares subject to each award, resulting in (x) 1,611,725 shares of the Company’s common stock remaining available for issuance to eligible participants under the Whiting Plan, (y) 335,386 shares of the Company’s common stock subject to RSUs assumed under the Whiting Plan and (z) 275,310 shares of the Company’s common stock subject to PSUs assumed under the Whiting Plan, in each case, as further explained below. Whiting previously granted PSU awards subject to market-based vesting conditions to executive officers under the Whiting Plan that were outstanding immediately prior to the effective time of the Merger (a “Whiting PSU Award”). Pursuant to the Merger Agreement, each outstanding Whiting PSU Award was assumed by the Company and converted into the right to receive, upon vesting, the Merger Consideration with respect to each share of Whiting common stock subject to such Whiting PSU Award. Such amount was determined based on the greater of (i) the target number of PSUs subject to such award and (ii) the actual achievement of the performance criteria measured based on the truncated performance period ending immediately prior to the effective time of the Merger. Upon completion of the Merger, such awards are no longer subject to market-based vesting conditions but retain the time-based vesting criteria contained in the original award agreement. As a result of the completion of the Merger on July 1, 2022, there were 275,310 Whiting PSU Awards assumed by the Company. Whiting previously granted RSUs subject to time-based vesting conditions to executive officers and employees under the Whiting Plan that were outstanding immediately prior to the effective time of the Merger (a “Whiting RSU Award”). Pursuant to the Merger Agreement, each outstanding Whiting RSU Award was assumed by the Company and converted into the right to receive, upon vesting, the Merger Consideration with respect to each share of Whiting common stock subject to such Whiting RSU Award. As a result of the completion of the Merger on July 1, 2022, there were 335,386 Whiting RSU Awards, including 7,638 director awards and 10,130 officer awards that vested at the effective time of the Merger, assumed by the Company. As of July 31, 2022, the remaining unvested equity-based compensation awards related to the Company totaled 1,476,307.

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