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Share-Based Compensation | 6 Months Ended
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Jun. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Share-Based Compensation The Company grants share-based incentive awards to its eligible employees and non-employee directors under its 2016 Long-Term Incentive Plan (the "2016 Plan"). Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance-based restricted stock units, stock appreciation rights and deferred stock rights. At the annual shareholders meeting on May 14, 2024, the Company’s shareholders approved an amendment to the 2016 Plan, including an increase to the total number of shares that may be issued under the 2016 Plan by 1.3 million, for a total of 6.2 million shares that are authorized for issuance under the 2016 Plan, of which approximately 1,600,000 shares were available for future grants as of June 30, 2024. Stock Options On October 11, 2023, Mr. Stamatakis was granted an award of stock options to purchase 250,000 shares of common stock of the Company, with an exercise price of $5.36, the closing price of the Company's common stock as quoted on the New York Stock Exchange on the grant date (the "Options"). The Options were granted as an inducement for Mr. Stamatakis to accept the position of Interim President and CEO of the Company and were therefore granted outside the 2016 Plan, as permitted by the rules of the NYSE. The Options can be exercised any time after the grant date until its expiration date, which is the earlier of 10 years from the grant date or one year following the date Mr. Stamatakis is no longer serving as an officer, director or in any other capacity of the Company. The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of June 30, 2024 as follows (in thousands, except per share amounts and years):
| Six months ended June 30,
| 2024 |  | 2023
| Common Stock Options |  | Weighted Average Exercise Price |  | Common Stock Options |  | Weighted Average Exercise Price
Outstanding at beginning of year: | 250 |  |  | $ | 5.36 |  |  | — |  |  | $ | — |
Granted | — |  |  | $ | — |  |  | — |  |  | $ | — |
Exercised | — |  |  | $ | — |  |  | — |  |  | $ | — |
Expired or forfeited | — |  |  | $ | — |  |  | — |  |  | $ | — |
Outstanding at end of year: | 250 |  |  | $ | 5.36 |  |  | — |  |  | $ | — |
The Company recognized all share-based compensation expense related to the stock options granted in the fourth quarter of 2023 and no further unrecognized share-based compensation expense remains as of June 30, 2024. Stock Issuances to Non-Employee Directors As part of its compensation program for non-employee directors, the Company makes semi-annual issuances of fully-vested common stock to its non-employee directors. A summary of the fully-vested common stock the Company issued to its non-employee directors, in connection with its non-employee director compensation, is as follows (in thousands):
| Six months ended June 30,
| 2024 |  | 2023
Awards issued | 31 |  |  | 48 |
Grant date fair value of awards issued | $ | 274 |  |  | $ | 275 |
Restricted Stock Unit Awards For the three months ended June 30, 2024 and June 30, 2023, the Company recognized share-based compensation expense related to restricted stock unit awards of $1.3 million and $0.8 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recognized share-based compensation expense related to restricted stock unit awards of $2.3 million and $1.8 million, respectively. As of June 30, 2024, there was $10.7 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which is expected to be recognized over a remaining weighted-average period of 2.6 years. Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. A summary of the vesting activity of restricted stock unit awards, with the respective fair value of the awards, is as follows:
| Six months ended June 30,
| 2024 |  | 2023
Restricted stock awards vested | 461 |  |  | 430 |
Fair value of awards vested | $ | 4,184 |  |  | $ | 2,616 |
A summary of the Company’s outstanding, non-vested restricted share units is as follows:
| Six months ended June 30,
| 2024 |  | 2023
| Units |  | Weighted Average Grant-Date Fair Value |  | Units |  | Weighted Average Grant-Date Fair Value
Outstanding at beginning of period: | 1,184 |  |  | $ | 8.07 |  |  | 1,415 |  |  | $ | 6.66 |
Granted | 726 |  |  | $ | 8.52 |  |  | 581 |  |  | $ | 8.42 |
Vested | (461) |  |  | $ | 9.08 |  |  | (430) |  |  | $ | 6.09 |
Forfeited | (56) |  |  | $ | 8.49 |  |  | (98) |  |  | $ | 7.94 |
Outstanding at end of period: | 1,393 |  |  | $ | 8.38 |  |  | 1,468 |  |  | $ | 7.62 |
Performance Restricted Stock Units The Company maintains Performance Restricted Stock Units ("PRSUs") that have been granted to select executives and senior officers whose ultimate payout may vary between zero and 200% of the target award, based on the Company’s performance over a one-year period based on specific metrics approved by the Compensation Committee of the Board of Directors of the Company. For 2023, the Compensation Committee used the following three performance metrics for PRSUs approved in that year. 1.Free Cash Flow defined as net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee. 2.Adjusted EBITDA defined as net income attributable to the Company plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted. 3.Revenue For PRSUs awarded in 2024, the Compensation Committee utilized the same metrics as 2023 PRSUs, but with revised performance goals. PRSUs are equity-classified and compensation costs related to PRSUs with performance conditions are initially measured using the fair value of the underlying stock at the date of grant. Compensation costs related to the PRSUs with performance conditions are subsequently adjusted for changes in the expected outcomes of the performance conditions. Compensation cost related to the PRSUs with a market condition is not reversed if the market condition is not achieved, provided the employee requisite service has been rendered. Earned PRSUs generally vest ratably in four equal annual installments over the four years following completion of the performance period, for a total requisite service period of up to five years, and have no dividend rights. A summary of the Company’s PRSU activity is as follows:
| Six months ended June 30,
| 2024 |  | 2023
| Units |  | Weighted Average Grant-Date Fair Value |  | Units |  | Weighted Average Grant-Date Fair Value
Outstanding at beginning of period: | 60 |  |  | $ | 9.33 |  |  | 280 |  |  | $ | 9.96 |
Granted | 295 |  |  | $ | 8.76 |  |  | 282 |  |  | $ | 8.50 |
Performance condition adjustments | — |  |  | $ | — |  |  | (215) |  |  | $ | 8.27 |
Vested | — |  |  | $ | — |  |  | (64) |  |  | $ | 5.58 |
Forfeited | — |  |  | $ | — |  |  | (84) |  |  | $ | 6.95 |
Outstanding at end of period: | 355 |  |  | $ | 8.97 |  |  | 199 |  |  | $ | 9.45 |
Performance condition adjustments during the six months ended June 30, 2023 were attributable to the Compensation Committee's final calculation of the award metrics for calendar year 2022. As a result, the calendar year 2022 PRSUs decreased by approximately 215,000 units during the six months ended June 30, 2023. For the three months ended June 30, 2024 and June 30, 2023, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.2 million, respectively. For the six months ended June 30, 2024 and June 30, 2023, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.6 million, respectively. At June 30, 2024, there was $2.5 million of total unrecognized compensation costs related to approximately 355,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.8 years.

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