Share Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Omnibus Incentive Plan. The Omnibus Incentive Plan became effective on October 4, 2016 and authorizes the issuance of up to 4.6 million shares of SandRidge common stock.

Persons eligible to receive awards under the Omnibus Incentive Plan include non-employee directors of the Company, employees of the Company or any of its affiliates, and certain consultants and advisors to the Company or any of its affiliates.

The types of awards that may be granted under the Omnibus Incentive Plan include stock options, restricted stock, performance awards and other forms of awards granted or denominated in shares of common stock, as well as certain cash-based awards. At December 31, 2022, the Company had restricted stock awards, restricted stock units, performance share units and stock options outstanding under the Omnibus Incentive Plan. Forfeitures for these awards are recognized as they occur.

Restricted Stock Awards. The Company’s restricted stock awards are equity-classified awards and are valued based upon the market value of the Company’s common stock on the date of grant. Outstanding restricted shares at December 31, 2022 will generally vest over either a one-year period or three-year period with a remaining weighted average contractual period of 0.63 years and have $0.2 million of associated unrecognized compensation cost.

The following table presents a summary of the Company’s unvested restricted stock awards:


	Number of Shares	Weighted- Average Grant Date Fair Value
	(In thousands)
Unvested restricted shares outstanding at January 1, 2020	233	$	12.66
Granted	105	$	2.15
Vested	(174)	$	11.53
Forfeited / Canceled	(50)	$	15.97
Unvested restricted shares outstanding at December 31, 2020	114	$	3.26
Granted	56	$	5.26
Vested	(111)	$	2.99
Forfeited / Canceled	(2)	$	16.25
Unvested restricted shares outstanding at December 31, 2021	57	$	5.26
Granted	18	$	18.93
Vested (1)	(57)	$	5.26
Forfeited / Canceled	—	$	—
Unvested restricted shares outstanding at December 31, 2022	18	$	18.93

____________________

(1) The aggregate intrinsic value of restricted stock that vested during 2022 was approximately $1.4 million based on the stock price at the time of vesting.

Restricted Stock Units. The Company’s restricted stock units awards are equity-classified awards and are valued based upon the market value of the Company’s common stock on the date of grant. Outstanding restricted stock units at December 31, 2022 will generally vest over a three-year period with a remaining weighted average contractual period of 1.67 years and have $1.1 million associated unrecognized compensation cost at December 31, 2022.

The following table presents a summary of the Company’s unvested restricted stock units:


	Number of Units	Weighted- Average Grant Date Fair Value
	(In thousands)

Unvested restricted stock units outstanding at December 31, 2020	1,410	$	1.10
Granted	178	$	7.58
Vested (1)	(477)	$	1.14
Forfeited / Canceled	(705)	$	0.94
Unvested restricted stock units outstanding at December 31, 2021	406	$	4.18
Granted	39	$	13.51
Vested (1)	(175)	$	3.61
Forfeited / Canceled	(18)	$	5.51
Unvested restricted stock units outstanding at December 31, 2022	252	$	5.93

____________________

(1) The aggregate intrinsic value of restricted stock units that vested during 2022 was approximately $3.3 million based on the stock price at the time of vesting.

Performance Share Units. The Company’s performance share units awards are equity-classified awards and are valued based upon the market value of the Company’s common stock on the date of grant. Outstanding performance share units at December 31, 2022 will generally vest over a three year period with a remaining weighted average contractual period of 0.20 years and an immaterial amount of unrecognized compensation cost at December 31, 2022.

The following table presents a summary of the Company's performance share units:


	Number of Units	Weighted- Average Grant Date Fair Value
	(In thousands)
Unvested performance share units outstanding at January 1, 2020	92	$	20.41
Granted	205	$	1.66
Vested	(92)	$	20.41
Forfeited / Canceled	—
Unvested performance share units outstanding at December 31, 2020	205	$	1.66
Granted	39	$	5.01
Vested	(197)	$	1.70
Forfeited / Canceled	(13)	$	2.38
Unvested performance share units outstanding at December 31, 2021	34	$	5.01
Granted	19	$	13.51
Vested (1)	(34)	$	5.01
Forfeited / Canceled	(2)	$	13.51
Unvested performance share units outstanding at December 31, 2022	17	$	13.51

____________________

(1) The aggregate intrinsic value of performance share units that vested during 2022 was approximately $0.5 million.

Stock Options

The fair value of stock options is estimated on the date of the grant using a Black-Scholes valuation model that uses the weighted average assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s common stock and other factors. The Company uses historical data on the exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock-based payments granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Generally, stock options granted to employees and

directors vest ratably over three years from the grant date and expire seven years from the date of grant. There were no stock options granted during the year ended December 31, 2022.


Assumptions	For the Year Ended December 31, 2021		For the Year Ended December 31, 2020
Risk-free interest rate	0.79	%	1.40	%
Expected dividend yield	—	%	—	%
Expected volatility	78.2	%	46.2	%
Expected term	5 years		2.75 years

The following table presents a summary of the Company's stock option activity for the years ended December 31, 2022, 2021 and 2020:


	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term(years)	Aggregate Intrinsic Value (in millions)
	(In thousands)
Outstanding at January 1, 2020	—	$	—	—	$	—
Granted	245	—		—	—


Forfeited / Canceled	(154)	—		—	—
Outstanding at December 31, 2020	91	$	—	2.68	$	0.24
Exercisable at December 31, 2020	—	$	—	—	$	—

Outstanding at December 31, 2020	91	$	—	2.68	$	0.24
Granted	250	—		—	—
Exercised	(9)	$	6.43	—	—
Expired	(1)	—		—	—
Forfeited / Canceled	(7)	—		—	—
Outstanding at December 31, 2021	324	$	—	7.80	$	0.80
Exercisable at December 31, 2021	24	$	—	1.59	$	0.19

Outstanding at December 31, 2021	324	$	—	7.80	$	0.80
Granted	—	—		—	—
Exercised	(31)	$	17.53	—	—
Expired	—	—			—
Forfeited / Canceled	(7)	—		—	—
Outstanding at December 31, 2022 (1)	286	$	—	7.64	$	2.38
Exercisable at December 31, 2022	68	$	—	6.49	$	0.64

____________________

(1) All outstanding stock options as of December 31, 2022 are expected to vest.

In August 2021 and February 2020, the Company granted nonqualified stock options. As of December 31, 2022, the total unrecognized compensation expense was $1.1 million and will be recognized over a weighted average period of 3.65 years. The Company issues new shares upon stock option exercises.

The following tables summarize the Company's share and incentive-based compensation for the years ended December 31, 2022, 2021 and 2020 (in thousands):


	Recurring Compensation Expense (1)		Executive Terminations (2)		Reduction in Force (2)		Total
Year Ended December 31, 2022
Equity-classified awards:
Restricted stock awards and units	$	997	$	—	$	—	$	997
Performance share units	215		—		—		215
Stock options	314		—		—		314
Total share-based compensation expense	1,526		—		—		1,526
Less: Capitalized compensation expense	—		—		—		—
Share and incentive-based compensation expense, net	$	1,526	$	—	$	—	$	1,526
Year Ended December 31, 2021
Equity-classified awards:
Restricted stock awards and units	$	773	$	—	$	11	$	784
Performance share units	476		—		6		482
Stock options	128		—		—		128
Total share-based compensation expense	1,377		—		17		1,394
Less: Capitalized compensation expense	—		—		—		—
Share and incentive-based compensation expense, net	$	1,377	$	—	$	17	$	1,394
Year Ended December 31, 2020
Equity-classified awards:
Restricted stock awards	$	974	$	508	$	40	$	1,522
Performance share units	211		1,276		—		1,487
Stock options	22		—		—		22
Total share-based compensation expense	1,207		1,784		40		3,031
Less: Capitalized compensation expense	(19)		—		—		(19)
Share and incentive-based compensation expense, net	$	1,188	$	1,784	$	40	$	3,012

____________________

(1)Recorded in general and administrative expense in the accompanying consolidated statements of operations.

(2)Recorded in employee termination benefits in the accompanying consolidated statements of operations.