The 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”) was approved by the Board of Directors and subsequently approved by the Company’s stockholders at the 2022 annual meeting. Upon stockholder approval of the 2022 Incentive Plan, no further grants were authorized under the Company’s 2017 Long-Term Incentive Plan (referred to herein as the “2017 Incentive Plan”). The 2022 Incentive Plan authorizes a broad range of awards including stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares or units, other stock-based awards, and cash incentive awards to all employees (including the Company’s executive officers), directors, consultants, independent contractors or agents of us or a related company. The 2022 Incentive Plan is effective as of May 24, 2022.

As of December 31, 2023, 2,888,438 shares were available for future grant under the 2022 Incentive Plan.

We have awarded time-based restricted stock to our employees and the Company’s non-employee directors (“Outside Directors”). This restricted stock generally vests ratably (once per year) over a three to five-year period for recipients other than Outside Directors. Outside Directors’ restricted stock vests over a one-year period. In 2023, 2022 and 2021, we also granted performance-based restricted stock to our executive officers. The performance-based restricted stock vests upon the third anniversary of its issuance if certain financial targets are achieved.

Share-based compensation expense for 2023, 2022 and 2021 was $21.2 million, $20.6 million and $20.1 million or $17.0 million, $15.7 million and $14.9 million, net of taxes, respectively. Included in the 2023, 2022 and 2021 share-based compensation expense was $6.3 million, $5.6 million and $5.8 million of performance-based share expenses or $4.8 million, $4.2 million and $4.3 million, net of taxes, respectively.

The fair value of non-vested restricted stock is equal to the market price of our stock at the date of grant.

The following table summarizes the non-vested restricted stock activity for the year ended December 31, 2023:


				Time-Based					Performance-Based
				Restricted Stock					Restricted Stock
				Weighted					Weighted
	Time-Based			Average		Performance-Based			Average
	Restricted Stock			Grant Date		Restricted Stock			Grant Date
	Shares			Fair Value		Shares			Fair Value

Non-vested January 1, 2023		1,460,440		$	33.61		307,700		$	32.10
Granted		384,394		$	37.53		201,830		$	33.39
Vested		(473,516	)	$	29.87		(189,912	)	$	26.25
Forfeited		(206,022	)	$	36.00		(26,828	)	$	35.58
Non-vested at December 31, 2023		1,165,296		$	36.51		292,790		$	36.47

The following table summarizes the restricted stock granted during the respective years:


Time-based restricted stock grants	2023		2022		2021

Employees		344,122		383,288		1,020,034
Outside directors		40,272		46,056		49,126
Total		384,394		429,344		1,069,160

Weighted average grant date fair value	$	37.53	$	41.46	$	33.01

Vesting period	1-5 years		1-5 years		1-5 years

The performance-based restricted stock granted in 2021 earned a 200% award therefore an additional 94,956 shares were issued to settle the award on the vesting date of January 2, 2024. The 2023 grant of performance-based restricted stock resulted in the issuance of 106,874 shares. The performance-based restricted stock grants were 103,588 in 2022 and 159,216 in 2021. The weighted average grant date fair value of these shares was $39.75 in 2023, $42.12 in 2022, and $28.50 in 2021.

The total fair value of restricted shares vested during the years ended December 31, 2023, 2022 and 2021 was $26.1 million, $22.7 million and $25.4 million, respectively.

As of December 31, 2023, 2022, and 2021, there was $34.0 million, $41.3 million and $45.5 million of unrecognized compensation cost related to non-vested time-based compensation, respectively, that is expected to be recognized over a weighted average period for 2023, 2022, and 2021 of 2.75 years, 2.67 years and 3.11 years, respectively.

Additionally, as of December 31, 2023, 2022, and 2021 there was $7.2 million, $7.6 million and $6.5 million of unrecognized compensation cost, respectively, related to the non-vested performance-based restricted stock compensation that is expected to be recognized over a weighted average period of 1.5 years for 2023, 2022 and 2021.

During January 2024, we granted 437,166 shares of restricted stock, which includes 100,862 performance-based shares and 336,304 time-based shares, to certain employees and 35,088 shares of restricted stock to our Outside Directors with a weighted average grant date fair value of $45.62. These time-based grants vest ratably (once per year) over a five-year period for employees and a one-year period for Outside Directors. Performance-based grants vest after three years.