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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2021
Share-Based Compensation |
Share-Based Compensation | Note 7 Share-Based Compensation ​ Total share-based compensation expense, which includes stock options and restricted shares, was $19.2 million, $24.6 million and $24.7 million for 2021, 2020 and 2019, respectively. Compensation expense related to awards of restricted shares totaled $19.1 million, $23.6 million and $24.5 million for 2021, 2020 and 2019, respectively, which is included in direct costs and general and administrative expenses in our consolidated statements of income (loss). Share-based compensation expense has been allocated to our various reportable segments. See Note 18—Segment Information. ​ In addition to the time-based restricted stock share-based awards, historically we have provided two types of performance share awards: the first, based on our performance measured against pre-determined performance metrics (“Performance Shares”) and the second, based on market conditions measured against a predetermined peer group (“TSR Shares”). The performance period for the awards granted in 2021 commenced on January 1, 2020 and ended December 31, 2020. ​ In 2020, under the Amended and Restated 2016 Stock Plan, the company introduced new Performance-Based Restricted Stock Units (“PSUs”) awards to move away from Performance Shares. PSUs are granted at the beginning of the one-year performance period and they are earned at the end of the same period, depending on performance. ​ At a special meeting of shareholders held April 20, 2020, the Board set the Reverse Stock Split ratio at 1-for-50. All share and per share information included in this annual report has been retrospectively adjusted to reflect this Reverse Stock Split. ​ Stock Option Plans ​ As of December 31, 2021, we had several stock plans under which options to purchase our common shares could be granted to key officers, directors and managerial employees of Nabors and its subsidiaries. Options granted under the plans have fair market value on the date of the grant. Options granted under the plans generally are exercisable in varying cumulative periodic installments after one year. In the case of certain key executives and directors, options granted may vest immediately on the grant date. Options granted under the plans cannot be exercised more than ten years from the date of grant. Options to purchase 0.4 million and 0.4 million Nabors common shares remained available for grant as of December 31, 2021 and 2020, respectively. Of the common shares available for grant as of December 31, 2021, approximately 0.4 million of these shares are also available for issuance in the form of restricted shares. ​ The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model which uses assumptions for the risk-free interest rate, volatility, dividend yield and the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period equal to the expected term of the option. Expected volatilities are based on implied volatilities from traded options on Nabors’ common shares, historical volatility of Nabors’ common shares, and other factors. We use historical data to estimate the expected term of the options and employee terminations within the option-pricing model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of the options represents the period of time that the options granted are expected to be outstanding. ​ Stock option transactions under our various stock-based employee compensation plans are presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted- | ​ | ​ | ​ |
​ | ​ | ​ | ​ | Weighted- | ​ | Average | ​ | ​ | ​ |
​ | ​ | ​ | ​ | Average | ​ | Remaining | ​ | Aggregate |
​ | ​ | ​ | ​ | Exercise | ​ | Contractual | ​ | Intrinsic |
Options |  | Shares |  | Price |  | Term |  | Value |
​ | ​ | (In thousands, except exercise price and term) |
Options outstanding as of December 31, 2020 |  | 31 | ​ | $ | 628.10 | ​ | ​ | ​ | ​ | ​ | ​ | ​
Granted |  | 1 | ​ |  | 104.06 | ​ | ​ | ​ | ​ | ​ | ​ | ​
Surrendered |  | (16) | ​ |  | 817.89 | ​ | ​ | ​ | ​ | ​ | ​ | ​
Options outstanding as of December 31, 2021 |  | 16 | ​ | $ | 419.22 |  | 5.42 | years | ​ | $ | — | ​
Options exercisable as of December 31, 2021 |  | 16 | ​ | $ | 419.22 |  | 5.42 | years | ​ | $ | — | ​
​ During 2019, we awarded options vesting over periods up to four years to purchase 2,759 of our common shares to certain of our directors. No options were awarded during 2020 nor were there any unvested options during 2020. During 2021, we awarded options vesting immediately to purchase 963 of our common stock to certain of our directors. ​ The fair value of stock options granted during 2021 and 2019 was calculated using the Black-Scholes option pricing model and the following weighted-average assumptions: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2021 |  | 2019 |
Weighted average fair value of options granted | ​ | $ | 72.69 | ​ | $ | 53.50 | ​
Weighted average risk free interest rate | ​ |  | 0.72% | ​ |  | 1.79% | ​
Dividend yield | ​ |  | 0.00% | ​ |  | 1.65% | ​
Volatility (1) | ​ |  | 102.50% | ​ |  | 57.59% | ​
Expected life (in years) | ​ |  | 4.0 | ​ |  | 4.0 | ​
(1) | Expected volatilities are based on implied volatilities from publicly traded options to purchase Nabors’ common shares, historical volatility of Nabors’ common shares and other factors.
​ There were no options exercised during 2021, 2020 or 2019. The total fair value of options that vested during the years ended December 31, 2021 and 2019 was $0.1 million and $0.2 million, respectively. ​ Restricted Shares ​ Our stock plans allow grants of restricted shares. Restricted shares are issued on the grant date, but cannot be sold or transferred. Restricted share values are based on stock value at grant date. Restricted shares vest in varying periodic installments ranging up to four years. ​ A summary of our restricted shares as of December 31, 2021, and the changes during the year then ended, is presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted-Average |
​ | ​ | ​ | ​ | Grant-Date Fair |
Restricted shares | ​ | Outstanding | ​ | Value |
​ | ​ | (In thousands, except fair value) |
Unvested as of December 31, 2020 |  | 49 | ​ | $ | 226.06 | ​
Granted |  | 83 | ​ |  | 105.44 | ​
Vested |  | (24) | ​ |  | 261.96 | ​
Forfeited | ​ | (6) | ​ | ​ | 95.99 | ​
Unvested as of December 31, 2021 |  | 102 | ​ | $ | 127.00 | ​
​ During 2021, 2020 and 2019, we awarded 82,722, 4,156 and 65,299 restricted shares, respectively, to our employees and directors. These awards had an aggregate value at their date of grant of $8.7 million, $0.1 million and $10.6 million, respectively, and were scheduled to vest over a period of up to four years. The fair value of restricted shares that vested during 2021, 2020 and 2019 was $2.5 million, $2.6 million and $4.1 million, respectively. ​ As of December 31, 2021, there was $8.2 million of total future compensation cost related to unvested restricted share awards that are expected to vest. That cost is expected to be recognized over a weighted-average period of 2.32 years. ​ Restricted Shares Based on Performance Conditions ​ During the years ended December 31, 2020 and 2019, we awarded 59,490 and 48,253 restricted shares, respectively, vesting over a period of three years to some of our executives. The Performance Share awards granted were based upon achievement of specific financial or operational objectives. The number of shares granted was determined by the percentage of performance goals achieved during fiscal years 2019 and 2018, respectively. These awards had an aggregate fair value at their date of grant of $8.8 million and $7.5 million, respectively. ​ The following table sets forth information regarding outstanding restricted shares based on performance conditions as of December 31, 2021: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted-Average
​ | ​ | ​ | ​ | Grant-Date Fair
Performance based restricted shares | ​ | Outstanding | ​ | Value
​ | ​ | (In thousands, except fair value)
Outstanding as of December 31, 2020 | ​ | 98 | ​ | $ | 163.74
Vested |  | (42) |  | ​ | 181.66
Outstanding as of December 31, 2021 |  | 56 | ​ | $ | 150.02
​ Until shares are granted, our Performance Share awards are liability-classified awards. Our accrued liabilities included $2.4 million for such awards at December 31, 2020 for the performance period beginning January 1, 2020 through December 31, 2020. The fair value of these awards that vested during the years ended December 31, 2020 and 2019 was $3.0 million and $2.5 million, respectively. The fair value of these liability-classified awards is estimated at each reporting period, based on internal metrics and marked to market. ​ During 2021 and 2020, we granted PSU awards to certain of our executive officers covering a total of 95,902 and 31,204 shares of our common stock, respectively. The number of earned shares that ultimately vest over three years, following conclusion of the performance period, will be determined based upon on achievement of specific financial or operational goals. The number of earned shares vesting can range from 30% of the PSU awards if minimum thresholds are achieved to a maximum of 200%. ​ The following table sets forth information regarding outstanding PSUs based on performance conditions as of December 31, 2021: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted-Average
​ | ​ | ​ | ​ | Grant-Date Fair
Restricted Stock Units | ​ | Outstanding | ​ | Value
​ | ​ | (In thousands, except fair value)
Outstanding as of December 31, 2020 | ​ | 31 | ​ | $ | 148.00
Granted |  | 96 |  | ​ | 88.27
Vested |  | (20) |  | ​ | 148.00
Outstanding as of December 31, 2021 |  | 107 | ​ | $ | 94.26
​ ​ Restricted Shares Based on Market Conditions ​ During 2021, 2020 and 2019, we granted awards for 61,997, 22,931 and 52,191 TSR Shares, respectively, which are equity classified awards and will vest on our performance compared to our peer group over a three-year period. These awards had an aggregate fair value at their date of grant of $2.2 million, $2.5 million and $3.7 million, respectively, after consideration of all assumptions. ​ The grant date fair value of these awards was based on a Monte Carlo model, using the following assumptions: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended December 31, | ​
​ | ​ | 2021 |  | 2020 |  | 2019 |
​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Risk free interest rate | ​ | ​ | 0.18% | ​ | ​ | 1.57% | ​ | ​ | 2.48% | ​
Expected volatility | ​ | ​ | 108.00% | ​ | ​ | 74.00% | ​ | ​ | 70.00% | ​
Closing stock price at grant date | ​ | $ | 60.62 | ​ | $ | 148.00 | ​ | $ | 109.50 | ​
Expected term (in years) | ​ | ​ | 3.0 | ​ | ​ | 3.0 | ​ |  | 3.0 | ​
​ The following table sets forth information regarding outstanding restricted shares based on market conditions as of December 31, 2021: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted-Average |
​ | ​ | ​ | ​ | Grant-Date Fair |
Market based restricted shares | ​ | Outstanding | ​ | Value |
​ | ​ | (In thousands, except fair value) |
Outstanding as of December 31, 2020 | ​ | 79 | ​ | $ | 91.34 |
Granted |  | 62 |  | ​ | 34.69 | ​
Vested |  | (28) |  | ​ | 83.35 | ​
Forfeited | ​ | (28) | ​ | ​ | 83.35 | ​
Outstanding as of December 31, 2021 |  | 85 | ​ | $ | 55.29 | ​
​ As of December 31, 2021, there was $2.3 million of total future compensation cost related to unvested TSR Share awards. The TSR Shares will amortize over a weighted average remaining period of 1.63 years.

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