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Share-Based Compensation | 9 Months Ended
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Sep. 30, 2025
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 increase 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 884,000 shares were available for future grants as of September 30, 2025. Stock Options On December 31, 2024, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors approved the grant to Mr. Stamatakis, of a stock option for the purchase of 375,000 shares of the Company's common stock at an exercise price of $9.06, the closing price of the Company's common stock on the New York Stock Exchange (the "NYSE") on the grant date of January 6, 2025. These stock options can be exercised any time on or after January 6, 2026, and expire ten years after the grant date of January 6, 2025, subject to certain exceptions as to the vesting and expiration in case of termination of employment, death or disability. On September 8, 2025, Natalia Shuman, President and Chief Executive Officer of the Company, was awarded options to purchase 35,000 shares of the Company’s common stock, pursuant to the approval of the Compensation Committee. The options have an exercise price of $9.71, the closing price of the Company's common stock on the NYSE on the grant date of September 8, 2025. The options can be exercised any time on or after September 8, 2026, and expire ten years after the grant date of September 8, 2025, in each case subject to certain exceptions as to the vesting and expiration in case of termination of employment, death or disability. The following table sets forth a summary of stock option activity, weighted-average exercise prices and options outstanding as of September 30, 2025 (in thousands, except per share amounts and years):
| Nine Months Ended September 30,
| 2025 |  | 2024
| Common Stock Options |  | Weighted Average Exercise Price |  | Common Stock Options |  | Weighted Average Exercise Price
Outstanding at beginning of period: | 250 |  |  | $ | 5.36 |  |  | 250 |  |  | $ | 5.36 |
Granted | 435 |  |  | $ | 9.14 |  |  | — |  |  | $ | — |
Exercised | — |  |  | $ | — |  |  | — |  |  | $ | — |
Expired or forfeited | — |  |  | $ | — |  |  | — |  |  | $ | — |
Outstanding at end of period: | 685 |  |  | $ | 7.76 |  |  | 250 |  |  | $ | 5.36 |
The Company recognized $0.5 million of share-based compensation expense within Reorganization and other costs on the Company's Unaudited Condensed Consolidated Statements of Income during the three months ended September 30, 2025 related to the stock options that were granted in the first quarter of 2025. The Company recognized $1.5 million of share-based compensation expense within Reorganization and other costs on the Company's Unaudited Condensed Consolidated Statements of Income during the nine months ended September 30, 2025 related to the stock options that were granted in the first quarter of 2025. $0.5 million of share-based compensation expense related to stock options that were granted in the first quarter of 2025 remains unrecognized as of the end of the current period, which is all expected to be recognized during 2025. Stock Issuances to Non-Employee Directors As part of its compensation program for non-employee directors, the Company issues fully-vested common stock to its non-employee directors. Prior to 2025, the shares of common stock were issued in semi-annual awards during the quarters ended March 31 and September 30. In 2025, non-employee directors received a single award during the quarter ended June 30, 2025. 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):
| Nine months ended September 30,
| 2025 |  | 2024
Awards issued | 72 |  |  | 60 |
Grant date fair value of awards issued | $ | 571 |  |  | $ | 549 |
Restricted Stock Unit Awards On September 8, 2025, Natalia Shuman was awarded 25,000 restricted stock units (“RSUs”) pursuant to the approval of the Compensation Committee. The RSUs vest in three equal annual installments on the first three anniversary dates of the grant date of September 8, 2025. Upon vesting, each RSU is converted into one share of the Company's common stock. The terms of the award are consistent with the standard terms of RSU awards for senior officers of the Company. For the three months ended September 30, 2025 and September 30, 2024, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to RSU awards of $0.7 million and $1.6 million, respectively. For the nine months ended September 30, 2025 and September 30, 2024, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to RSU awards of $2.8 million and $3.9 million, respectively. For the nine months ended September 30, 2025, the Company recognized share-based compensation expense within Reorganization and other costs related to RSU awards of $0.5 million. As of September 30, 2025, there was $6.2 million of unrecognized compensation costs related to RSU awards, which is expected to be recognized over a remaining weighted-average period of 2.4 years. Upon vesting, RSUs 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 RSU awards, with the respective fair value of the awards, is as follows:
| Nine months ended September 30,
| 2025 |  | 2024
Restricted stock awards vested | 592 |  |  | 461 |
Fair value of awards vested | $ | 5,628 |  |  | $ | 4,184 |
A summary of the Company's outstanding, non-vested RSUs is as follows:
| Nine months ended September 30,
| 2025 |  | 2024
| Units |  | Weighted Average Grant-Date Fair Value |  | Units |  | Weighted Average Grant-Date Fair Value
Outstanding at beginning of period: | 1,231 |  |  | $ | 8.41 |  |  | 1,184 |  |  | $ | 8.07 |
Granted | 395 |  |  | $ | 9.36 |  |  | 726 |  |  | $ | 8.52 |
Vested | (592) |  |  | $ | 9.51 |  |  | (461) |  |  | $ | 9.08 |
Forfeited | (218) |  |  | $ | 8.53 |  |  | (179) |  |  | $ | 8.39 |
Outstanding at end of period: | 816 |  |  | $ | 8.72 |  |  | 1,270 |  |  | $ | 8.39 |
Performance Restricted Stock Units The Company maintains Performance Restricted Stock Units ("PRSUs") that have been granted to select executives and senior officers, the ultimate payout of which 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 2025, the Compensation Committee is using the following three performance metrics for PRSU awards. 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 2025 PRSUs, but with different 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 equivalent rights. A summary of the Company's PRSU activity is as follows:
| Nine months ended September 30,
| 2025 |  | 2024
| Units |  | Weighted Average Grant-Date Fair Value |  | Units |  | Weighted Average Grant-Date Fair Value
Outstanding at beginning of period: | 125 |  |  | $ | 9.12 |  |  | 60 |  |  | $ | 9.33 |
Granted | 507 |  |  | $ | 10.08 |  |  | 295 |  |  | $ | 8.76 |
Performance condition adjustments | (203) |  |  | $ | 8.76 |  |  | (187) |  |  | $ | 8.76 |
Released | (3) |  |  | $ | 9.84 |  |  | — |  |  | $ | — |
Forfeited | (22) |  |  | $ | 7.21 |  |  | — |  |  | $ | — |
Outstanding at end of period: | 404 |  |  | $ | 9.91 |  |  | 168 |  |  | $ | 9.18 |
Performance condition adjustments during the nine months ended September 30, 2025 decreased the PRSUs outstanding at the end of the period by approximately 203,000 units based on forecasted results for 2025 as compared to performance metrics determined by the Compensation Committee. For the three months ended September 30, 2025 and September 30, 2024, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.0 million, respectively. For the nine months ended September 30, 2025 and September 30, 2024, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.9 million and $0.3 million, respectively. At September 30, 2025, there was $2.9 million of total unrecognized compensation costs related to approximately 404,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.6 years.

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