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Employee Benefit Plans

6 Months Ended

Jun. 30, 2025

Employee Benefit Plans

Employee Benefit Plans

Note 10 — Employee Benefit Plans

Long-Term Incentive Plan

We currently have one active long-term incentive plan: the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). As of June 30, 2025, there were approximately 8.1 million shares of our common stock available for issuance under the 2005 Incentive Plan, assuming outstanding performance share units (“PSUs”) vest in shares of our common stock at 100% of the original awards and outstanding RSUs are settled in cash. During the six-month period ended June 30, 2025, the following grants of share-based awards were made under the 2005 Incentive Plan:


						Grant Date
						Fair Value
Date of Grant		Award Type		Shares/Units		Per Share/Unit			Vesting Period/Vesting Date
January 1, 2025 ⁽¹⁾		RSU		443,401		$	9.32		33% per year over three years
January 1, 2025 ⁽²⁾		PSU		397,264		$	10.56		100% on December 31, 2027
January 1, 2025 ⁽³⁾		Restricted stock		3,018		$	9.32		100% on January 1, 2027

(1)	Reflects grants to our executive officers and certain other officers.

(2)	Reflects grants to our executive officers.

(3)	Reflects grants to certain independent members of our Board who have elected to take their quarterly fees in stock in lieu of cash.

We have restricted stock outstanding granted to members of our Board. For the three- and six-month periods ended June 30, 2025, we recognized $0.2 million and $0.5 million, respectively, as share-based compensation related to restricted stock. For the three- and six-month periods ended June 30, 2024, we recognized $0.3 million and $0.6 million, respectively, as share-based compensation related to restricted stock.

Our outstanding PSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee of our Board upon vesting and generally have been accounted for as equity awards. Those PSUs consist of two components measured across a three-year performance period: (i) 50% containing a service and market condition based on the performance of our common stock against peer group companies, and (ii) 50% containing a service and performance condition based on cumulative total Free Cash Flow. Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. Our PSUs cliff vest at the end of the three-year period with the maximum amount of the award being 200% of the original PSU awards and the minimum amount being zero.

For the three- and six-month periods ended June 30, 2025, $1.3 million and $2.6 million, respectively, were recognized as share-based compensation related to PSUs. For the three- and six-month periods ended June 30, 2024, $1.5 million and $2.8 million, respectively, were recognized as share-based compensation related to PSUs. In the first quarter 2025, based on the performance of our common stock price as compared to our performance peer group and our cumulative total Free Cash Flow, in each case over a three-year performance period, 1,065,705 PSUs granted in 2022 vested at 200%, resulting in 1,958,334 shares of our common stock with a total market value of $18.3 million and $1.6 million of cash.

Our outstanding RSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee of our Board upon vesting and generally have been accounted for as liability awards. For the three- and six-month periods ended June 30, 2025, $0.5 million and $1.5 million, respectively, were recognized as compensation cost. For the three- and six-month periods ended June 30, 2024, $2.1 million and $3.7 million, respectively, were recognized as compensation cost.

During the six-month period ended June 30, 2025 and the year ended December 31, 2024, we granted fixed-value cash awards of $6.7 million and $6.1 million, respectively, to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years. For the three- and six-month periods ended June 30, 2025, $1.4 million and $2.9 million, respectively, were recognized as compensation cost. For the three- and six-month periods ended June 30, 2024, $1.3 million and $2.7 million, respectively, were recognized as compensation cost.

Defined Contribution Plans

We sponsor a defined contribution 401(k) retirement plan in the U.S. We also contribute to various other defined contribution plans globally. For the three- and six-month periods ended June 30, 2025, we made contributions to our defined contribution plans totaling $1.4 million and $2.9 million, respectively. For the three- and six-month periods ended June 30, 2024, we made contributions to our defined contribution plans totaling $1.4 million and $2.8 million, respectively.

Employee Stock Purchase Plan (“ESPP”)

As of June 30, 2025, 0.8 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 260 shares per employee per purchase period.

For more information regarding our employee benefit plans, including the 2005 Incentive Plan, the defined contribution plans and the ESPP, see Note 13 to our 2024 Form 10-K.