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Equity Based Compensation
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Equity Based Compensation

Note 16. Equity Based Compensation

We established the Pactiv Evergreen Inc. Equity Incentive Plan (the “Equity Incentive Plan”) for purposes of granting stock or other equity based compensation awards to our employees (including our senior management), directors, consultants and advisors. As of June 30, 2023, the maximum number of shares of common stock available for issuance under our Equity Incentive Plan was 915,130 shares.

Equity based compensation costs were $10 million, $15 million, $6 million and $10 million for the three and six months ended June 30, 2023 and 2022, respectively, substantially all of which was recognized in selling, general and administrative expenses.

Restricted Stock Units

During the six months ended June 30, 2023, we granted restricted stock units (“RSUs”) to certain members of management and certain members of our Board of Directors. These RSUs require future service to be provided and vest in annual installments over a period ranging from one to three years beginning on the first anniversary of the grant date. During the vesting period, the RSUs carry dividend-equivalent rights, but the RSUs do not have voting rights. The RSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes RSU activity during 2023:

 

 (In thousands, except per share amounts)

 

Number of
RSUs

 

 

Weighted
Average
Grant Date
Fair Value

 

Non-vested, at January 1

 

 

1,983

 

 

$

11.89

 

Granted(1)

 

 

1,699

 

 

 

9.68

 

Forfeited

 

 

(89

)

 

 

11.38

 

Vested

 

 

(583

)

 

 

12.82

 

Non-vested, at June 30

 

 

3,010

 

 

$

10.48

 

 

(1)
Includes 62 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported RSUs concurrently with the settlement of such RSUs for shares.

Unrecognized compensation cost related to unvested RSUs as of June 30, 2023 was $16 million, which is expected to be recognized over a weighted average period of 2.1 years. The total vest date fair value of shares that vested during the six months ended June 30, 2023 was $6 million.

Performance Share Units

During the six months ended June 30, 2023, we granted performance share units (“PSUs”) to certain members of management which vest on the third anniversary of the grant date. Based on the achievement of a company performance target during a performance period set by our Compensation Committee, upon vesting, the PSUs are exchanged for a number of shares of common stock equal to the number of PSUs multiplied by a factor between 0% and 200%. We use our stock price on the grant date to estimate the fair value of our PSUs. We adjust the expense based on the likelihood of future achievement of performance metrics. If any of the performance targets are not achieved, the awards are forfeited. During the vesting period, the PSUs carry dividend-equivalent rights, but the PSUs do not have voting rights. The PSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes PSU activity during 2023:

 

 (In thousands, except per share amounts)

 

Number of
PSUs

 

 

Weighted
Average
Grant Date
Fair Value

 

Non-vested, at January 1

 

 

1,155

 

 

$

9.29

 

Granted(1)

 

 

1,658

 

 

 

9.55

 

Forfeited

 

 

(30

)

 

 

9.57

 

Non-vested, at June 30

 

 

2,783

 

 

$

9.44

 

 

(1)
Includes 106 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported PSUs concurrently with the settlement of such PSUs for shares.

Unrecognized compensation cost related to unvested PSUs as of June 30, 2023 was $23 million, which is expected to be recognized over a weighted average period of 2.2 years.