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Stock-based Compensation | 6 Months Ended
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Jun. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-based Compensation | 11. Stock-based Compensation We use share-based payments to compensate employees and non-employee directors. We recognize the cost of share-based payments under the fair-value-based method. Share-based awards include equity instruments in the form of stock options or restricted stock units that have included service conditions and, in certain cases, performance conditions. Our share-based awards also include share-settled performance unit awards. Share-settled performance unit awards are accounted for as equity awards. In 2020, we granted performance-based cash-settled phantom units, which are accounted for as a liability classified award. We issue shares of common stock when vested stock options are exercised and after restricted stock units and share-settled performance unit awards vest. The Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”) was originally approved by our stockholders on June 3, 2021. Subject to stockholder approval, our Board of Directors approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 5.445 million shares (the “Amendment” and the 2021 Plan, as amended by the Amendment, the “Plan”). On June 8, 2023, our stockholders approved the Amendment. The aggregate number of shares of Common Stock authorized for grant under the Plan is approximately 18.9 million, which includes approximately 4.9 million shares previously authorized for grant under our Amended and Restated 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”). Stock Options — We estimate the grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of our common stock over the most recent period equal to the expected term of the options as of the date such options are granted. The expected term assumptions are based on our experience with respect to employee stock option activity. Dividend yield assumptions are based on the expected dividends at the time the options are granted. The risk-free interest rate assumptions are determined by reference to United States Treasury yields. No options were granted during the six months ended June 30, 2023 or 2022. Stock option activity from January 1, 2023 to June 30, 2023 follows:
|  |  |  | Weighted |
|  |  |  | Average |
| Underlying |  |  | Exercise Price |
| Shares |  |  | Per Share |
Outstanding at January 1, 2023 |  | 2,905,150 |  |  | $ | 22.19 |
Exercised |  | — |  |  | $ | — |
Expired |  | (662,500 | ) |  | $ | 22.70 |
Outstanding at June 30, 2023 |  | 2,242,650 |  |  | $ | 22.04 |
Exercisable at June 30, 2023 |  | 2,242,650 |  |  | $ | 22.04 |
Restricted Stock Units — For all restricted stock unit awards made to date, shares of common stock are not issued until the units vest. Restricted stock units are subject to forfeiture for failure to fulfill service conditions and, in certain cases, performance conditions. Forfeitable dividend equivalents are accrued on certain restricted stock units that will be paid upon vesting. We use the straight-line method to recognize periodic compensation cost over the vesting period. Restricted stock unit activity from January 1, 2023 to June 30, 2023 follows:
|  |  |  |  |  |  | Weighted |
|  |  |  |  |  |  | Average Grant |
| Time |  |  | Performance |  |  | Date Fair Value |
| Based |  |  | Based |  |  | Per Share |
Non-vested restricted stock units outstanding at January 1, 2023 |  | 3,090,846 |  |  |  | 359,315 |  |  | $ | 12.71 |
Granted |  | 1,675,657 |  |  |  | — |  |  | $ | 11.32 |
Vested |  | (1,600,786 | ) |  |  | — |  |  | $ | 9.89 |
Forfeited |  | (13,002 | ) |  |  | — |  |  | $ | 15.45 |
Non-vested restricted stock units outstanding at June 30, 2023 |  | 3,152,715 |  |  |  | 359,315 |  |  | $ | 12.93 |
As of June 30, 2023, we had unrecognized compensation cost related to our unvested restricted stock units totaling $41.1 million. The weighted-average remaining vesting period for these unvested restricted stock units was 2.26 years as of June 30, 2023. Performance Unit Awards — We have granted share-settled performance unit awards to certain employees (the “Performance Units”) on an annual basis since 2010. The Performance Units provide for the recipients to receive shares of common stock upon the achievement of certain performance goals during a specified period established by the Compensation Committee. The performance period for the Performance Units is generally the three-year period commencing on April 1 of the year of grant. The performance goals for the Performance Units are tied to our total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. For the performance units granted in April 2022 and April 2021, the peer group includes one market index and three market indices, respectively. The performance goals are considered to be market conditions under the relevant accounting standards and the market conditions were factored into the determination of the fair value of the respective Performance Units. The recipients will receive the target number of shares if our total shareholder return during the performance period, when compared to the peer group, is at the 55th percentile. If our total shareholder return during the performance period, when compared to the peer group, is at the 75th percentile or higher, then the recipients will receive two times the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is at the 25th percentile, then the recipients will only receive one-half of the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is between the 25th and 55th percentile, or the 55th and 75th percentile, then the shares to be received by the recipients will be determined using linear interpolation for levels of achievement between these points. The payout under the Performance Units shall not exceed the target number of shares if our absolute total shareholder return is negative or zero. The total target number of shares with respect to the Performance Units for the awards granted in 2019-2023 is set forth below:
| 2023 |  |  | 2022 |  |  | 2021 |  |  | 2020 |  |  | 2019 |
| Performance |  |  | Performance |  |  | Performance |  |  | Performance |  |  | Performance |
| Unit Awards |  |  | Unit Awards |  |  | Unit Awards |  |  | Unit Awards |  |  | Unit Awards |
Target number of shares |  | 631,700 |  |  |  | 414,000 |  |  |  | 843,000 |  |  |  | 500,500 |  |  |  | 489,800 |
In April 2022, 979,600 shares were issued to settle the 2019 Performance Units. In May 2023, 1,001,000 shares were issued to settle the 2020 Performance Units. The Performance Units granted in 2021, 2022 and 2023 have not reached the end of their respective performance periods. Because the Performance Units are share-settled awards, they are accounted for as equity awards and measured at fair value on the date of grant using a Monte Carlo simulation model. The fair value of the Performance Units is set forth below (in thousands):
| 2023 |  |  | 2022 |  |  | 2021 |  |  | 2020 |  |  | 2019 |
| Performance |  |  | Performance |  |  | Performance |  |  | Performance |  |  | Performance |
| Unit Awards |  |  | Unit Awards |  |  | Unit Awards |  |  | Unit Awards |  |  | Unit Awards |
Aggregate fair value at date of grant | $ | 8,440 |  |  | $ | 10,743 |  |  | $ | 7,225 |  |  | $ | 826 |  |  | $ | 9,958 |
These fair value amounts are charged to expense on a straight-line basis over the performance period. Compensation expense associated with the Performance Units is shown below (in thousands):
| 2023 |  |  | 2022 |  |  | 2021 |  |  | 2020 |  |  | 2019 |
| Performance |  |  | Performance |  |  | Performance |  |  | Performance |  |  | Performance |
| Unit Awards |  |  | Unit Awards |  |  | Unit Awards |  |  | Unit Awards |  |  | Unit Awards |
Three months ended June 30, 2023 | $ | 469 |  |  | $ | 895 |  |  | $ | 602 |  |  | N/A |  |  | N/A |
Three months ended June 30, 2022 | N/A |  |  | $ | 895 |  |  | $ | 602 |  |  | $ | 69 |  |  | N/A |
Six months ended June 30, 2023 | $ | 469 |  |  | $ | 1,791 |  |  | $ | 1,204 |  |  | $ | 69 |  |  | N/A |
Six months ended June 30, 2022 | N/A |  |  | $ | 895 |  |  | $ | 1,204 |  |  | $ | 138 |  |  | $ | 830 |
As of June 30, 2023, we had unrecognized compensation cost related to our unvested Performance Units totaling $16.0 million. The weighted-average remaining vesting period for these unvested Performance Units was 1.64 years as of June 30, 2023. Phantom Units — In May 2020, the Compensation Committee approved a grant of long-term performance-based phantom units to our Chief Executive Officer and President, William A. Hendricks, Jr. (the “Phantom Units”). The Phantom Units were granted outside of the 2014 Plan. Pursuant to this phantom unit grant, Mr. Hendricks could earn from 0% to 200% of a target award of 298,500 phantom units based on our achievement of the same performance conditions over the same performance period that applies to the Performance Units granted in April 2020, as described above. Because the Phantom Units were cash-settled awards, they were accounted for as a liability classified award. The grant date fair value of the Phantom Units was $1.2 million. Compensation expense was recognized on a straight-line basis over the performance period, with the amount recognized fluctuating as a result of the Phantom Units being remeasured to fair value at the end of each reporting period due to their liability-award classification. We recognized a reversal of $1.0 million of compensation expense in the first quarter of 2023. We recognized $0.5 million and $3.6 million of compensation expense during the three and six months ended June 30, 2022, respectively. The Phantom Units settled in May 2023, with a cash payment of $7.4 million, which was determined by multiplying 597,000 earned phantom units by our average trading price per share over the twenty consecutive trading days preceding March 31, 2023.

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