Equity-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

13. Equity-Based Compensation

In May 2012, Carlyle Group Management L.L.C., the general partner of the Partnership, adopted the Equity Incentive Plan. The Equity Incentive Plan, which was amended on January 1, 2020 in connection with the Conversion to reflect shares of the Company’s common stock, is a source of equity-based awards permitting the Company to grant to Carlyle employees, directors and consultants non-qualified options, share appreciation rights, common shares, restricted stock units and other awards based on the Company’s common shares. The total number of the Company’s common shares which were initially available for grant under the Equity Incentive Plan was 30,450,000. Prior to June 1, 2021, the Equity Incentive Plan contained a provision which automatically increased the number of the Company’s common shares available for grant based on a pre-determined formula; this increase occurred annually on January 1. As of January 1, 2021, pursuant to the formula, the total number of the Company’s common shares available for grant under the Equity Incentive Plan was 35,352,057. On June 1, 2021, the shareholders of the Company approved an amended and restated Equity Incentive Plan that removed the provision providing for the automatic increase and reset the total number of shares of common stock available for grant to 16,000,000 for awards granted under the plan after June 1, 2021. As of September 30, 2021, the total number of the Company’s common shares available for grant under the amended and restated Equity Incentive Plan was 15,699,405.

A summary of the status of the Company’s non-vested equity-based awards as of September 30, 2021 and a summary of changes for the nine months ended September 30, 2021, are presented below:




Unvested Shares	Restricted Stock Units	Weighted- Average Grant Date Fair Value		Unvested Common Shares (1)	Weighted- Average Grant Date Fair Value
Balance, December 31, 2020	8,523,082	$	21.70	748,344	$	25.39
Granted	10,922,834	$	31.31	291,396	$	32.93
Vested	4,465,651	$	22.99	404,310	$	24.73
Forfeited	126,093	$	24.38	—	$	—
Balance, September 30, 2021	14,854,172	$	30.31	635,430	$	29.27

(1) Includes common shares issued in connection with the Company’s strategic investment in NGP.

During the nine months ended September 30, 2021, the Company granted 7.0 million long-term, strategic restricted stock units to certain senior professionals, the majority of which are subject to vesting based on the achievement of annual performance targets over four years. Compensation cost will be recognized over the requisite service period if it is probable that the performance condition will be satisfied.

The Company recorded compensation expense for restricted stock units, net of forfeitures, of $42.5 million and $18.7 million for the three months ended September 30, 2021 and 2020, respectively, with $8.4 million and $4.5 million of corresponding deferred tax benefits, respectively. The Company recorded compensation expense, net of forfeitures, for restricted stock units of $122.0 million and $78.3 million for the nine months ended September 30, 2021 and 2020, respectively, with $25.6 million and $19.5 million of corresponding deferred tax benefits, respectively. As of September 30, 2021, the total unrecognized equity-based compensation expense related to unvested restricted stock units was $329.4 million, which is expected to be recognized over a weighted-average term of 2.3 years.