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Stock-Based Compensation
 9 Months Ended
Sep. 30, 2024
Stock-Based Compensation  
Stock-Based Compensation

Note 8. Stock-Based Compensation

The Company’s stock incentive plan, the 2017 Omnibus Incentive Plan, provides for grants of stock options, restricted stock and performance awards. The Company’s directors, officers and other employees and persons who engage in services for the Company are eligible for grants under the plan. The stock incentive plan has authorized 18,424,128 shares of the Company’s common stock to be available for issuance, subject to adjustment in the event of a reorganization, stock split, merger or similar change in the Company’s corporate structure or the outstanding shares of common stock.

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Restricted stock awards generally vest ratably over a four year period based on the date of grant. For restricted stock awards that contain only service conditions for vesting, the Company calculates the award fair value based on the closing stock price on the accounting grant date.

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The Company recorded $2.4 million and $3.5 million of total non-cash compensation expense for the three months ended September 30, 2024 and 2023, respectively, and recorded $8.3 million and $13.9 million for the nine months ended September 30, 2024 and 2023, respectively. Certain awards were modified during the year ended December 31, 2021 and were classified as liabilities. During the nine months ended September 30, 2023, the remainder of these liability-based awards were settled with shares of restricted stock for approximately $0.3 million.

The following table presents the changes in restricted stock activity during the nine months ended September 30, 2024 and 2023:

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September 30, 

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September 30, 

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2024

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2023

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(shares)

Outstanding, beginning of period

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2,451,026

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3,223,995

Granted

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1,766,386

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2,075,854

Vested

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(1,328,867)

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(2,283,097)

Forfeited

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(196,404)

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(317,453)

Outstanding, end of period(1)

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2,692,141

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2,699,299

(1)The total outstanding non-vested shares of restricted stock awards granted to employees and directors are included in total outstanding shares for the periods presented.

Performance Shares

The Company began issuing performance shares to certain executives in 2020. Each performance share grant has a performance period of three years and is based on the Company’s achievement level relative to: 50% based upon the Company’s Total Shareholder Return (“TSR”) related to the TSRs of the Company’s peer group and 50% based on the Company’s three-year cumulative EBITDA metric.  

The performance shares based on three-year cumulative EBITDA have a performance condition. The probability of achieving the performance condition is assessed at each reporting period. If it is deemed probable that the performance condition will be met, compensation cost will be recognized based on the closing price per share of the Company's common stock on the date of the grant multiplied by the number of awards expected to be earned. If it is deemed that it is not probable that the performance condition will be met, the Company will discontinue the recognition of compensation cost and any compensation cost previously recorded will be reversed.  As of September 30, 2024, the Company determined that it was not probable that the performance condition based on three-year cumulative EBITDA would be met for the performance shares issued in 2022 and 2023.