The Company has established the Peabody Energy Corporation 2017 Incentive Plan (the 2017 Incentive Plan) for employees, non-employee directors and consultants that allows for the issuance of share-based compensation in various forms including options (including non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, dividend equivalents and cash incentive awards. Under the 2017 Incentive Plan, approximately 14 million shares of the Company’s Common Stock were reserved for issuance. As of December 31, 2024, there are approximately 5.5 million shares of the Company’s Common Stock available for grant.

The Company’s share-based compensation expense is recorded in “Operating costs and expenses” and “Selling and administrative expenses” in the consolidated statements of operations. Share-based compensation expense and cash flow amounts were as follows:


	Year Ended December 31,
	2024		2023		2022
	(Dollars in millions)
Share-based compensation expense	$	7.3	$	6.9	$	8.4


Tax benefit	—		—		—
Share-based compensation expense, net of tax benefit	$	7.3	$	6.9	$	8.4

As of December 31, 2024, the total unrecognized compensation cost related to nonvested awards was $11.0 million, which is expected to be recognized over 3.0 years with a weighted-average period of 0.9 years.

During the years ended December 31, 2024, 2023 and 2022, the Company granted deferred stock units to each of the non-employee members of the Board. The fair value of these units is equal to the market price of the Company’s Common Stock at the date of grant. These deferred stock units generally vest on a monthly basis over 12 months and are settled in Common Stock three years after the date of grant.

The Company grants restricted stock units to certain senior management and non-senior management employees. For units granted to both senior and non-senior management employees containing only service conditions, the fair value of the award is equal to the market price of the Company’s Common Stock at the date of grant. Units granted to senior and non-senior management employees vest at various times (none of which exceed three years) in accordance with the underlying award agreement. Compensation cost for both senior and non-senior management employees is recognized on a straight-line basis over the requisite service period. The payouts for active grants awarded during the years ended December 31, 2024, 2023 and 2022 will be settled in the Company’s Common Stock.

Awards granted to certain senior management employees during the year ended December 31, 2022 contain a performance feature in which the award can be increased by up to 100% based on Adjusted EBITDA results over a two-year period. There were 234,973 incremental shares granted during the year ended December 31, 2024 as a result of the performance condition being satisfied which are included in the table below.


	Year Ended December 31, 2024	Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2023	430,414	$	17.67
Granted	541,982	18.56
Vested	(523,761)	12.86
Forfeited	(43,505)	24.62
Nonvested at December 31, 2024	405,130	$	24.32

The total fair value at grant date of restricted stock units granted during the years ended December 31, 2024, 2023 and 2022 was $10.1 million, $5.5 million and $3.9 million, respectively.

The restricted stock units receive dividend equivalent units (DEUs) upon payment of cash dividends to holders of Common Stock. DEUs vest subject to the same vesting requirements as the underlying restricted stock unit award. As of December 31, 2024, there were approximately 5,800 nonvested DEUs. The total fair value of restricted stock units and DEUs vested was $13.1 million, $13.8 million and $6.8 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Performance units are typically granted annually in January and vest at the end of a three-year period and are primarily limited to senior management personnel. The performance units are usually subject to the achievement of goals.

The performance units granted during the year ended December 31, 2023 were based on the following conditions: two-year free cash flow and environmental reclamation (performance condition). In addition, the payout of the performance units can be increased by up to 50% of the award granted. The incremental shares, which can be increased by up to 61,902 shares as of December 31, 2024 if the performance condition is satisfied, are not included in the table below.

The performance units granted during the year ended December 31, 2024 were based on the following conditions: two-year free cash flow, sales volume and environmental reclamation (performance condition). In addition, the payout of the performance units can be increased or decreased by up to 25% of the award based on three-year stock price performance compared to a custom peer group (market condition). The performance units can be increased by up to a maximum of 100% of the award granted. The incremental shares, which can be increased by up to 151,106 shares as of December 31, 2024 if the performance condition is satisfied, are not included in the table below.

Awards granted during the year ended December 31, 2024 will be settled in the Company's Common Stock. There were 176,487 and 531,915 performance units granted during the years ended December 31, 2024 and December 31, 2023, respectively. There were no performance units granted during the year ended December 31, 2022.


	Year Ended December 31, 2024	Weighted Average Remaining Contractual Life
Nonvested at December 31, 2023	144,408	2.0
Granted	176,487
Vested	—
Forfeited	(45,984)
Nonvested at December 31, 2024	274,911	1.5

The performance units receive DEUs upon payment of cash dividends to holders of Common Stock. DEUs vest subject to the same vesting requirements as the underlying performance unit award. As of December 31, 2024, there were approximately 5,000 nonvested DEUs.