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Stock-based Compensation
3 Months Ended
Mar. 31, 2017
Disclosure Text Block  
Stock-based Compensation

9.        Stock-based Compensation

 

Management Unit Awards

 

Effective January 1, 2010, JEH implemented a management incentive plan that provided indirect awards of membership interests in JEH to members of senior management (“Management Units”). These awards had various vesting schedules, and a portion of the Management Units vested in a lump sum at the IPO date. In connection with the IPO, both the vested and unvested Management Units were converted into the right to receive JEH Units and shares of Class B common stock. The JEH Units (together with a corresponding number of shares of Class B common stock) will become exchangeable under this plan into a like number of shares of Class A common stock upon vesting or forfeiture. No new Management Units have been awarded since the IPO and no new JEH Units or shares of Class B common stock are created upon a vesting event. Grants listed below reflect the transfer of JEH Units that occurred upon forfeiture.

 

The following table summarizes information related to the vesting of Management Units as of March 31, 2017:

 

 

 

 

 

 

 

 

 

    

 

    

Weighted Average

 

 

 

 

 

Grant Date Fair Value

 

 

 

JEH Units

 

per Share

 

Unvested at December 31, 2016

 

90,762

 

$

15.00

 

Granted

 

 —

 

 

15.00

 

Forfeited

 

 —

 

 

15.00

 

Vested

 

 —

 

 

15.00

 

Unvested at March 31, 2017

 

90,762

 

$

15.00

 

 

Stock compensation expense associated with the Management Units was $0.2 million and $0.5 million for the three months ended March 31, 2017 and 2016, respectively, and is included in general and administrative expenses on the Company’s Consolidated Statement of Operations.

 

2013 Omnibus Incentive Plan

 

Under the Amended and Restated Jones Energy, Inc. 2013 Omnibus Incentive Plan (the “LTIP”), established in conjunction with the Company’s IPO and restated on May 4, 2016 following approval by the Company’s stockholders, the Company has reserved a total of 7,992,559 shares of Class A common stock for non-employee director, consultant, and employee stock-based compensation awards.

 

The Company granted (i) performance share unit and restricted stock unit awards to certain officers and employees and (ii) restricted shares of Class A common stock to the Company’s non-employee directors under the LTIP during 2014, 2015, 2016 and 2017. During 2016, the Company also granted performance unit awards to certain members of the senior management team under the LTIP.

 

All share and earnings per share information presented for awards made under the LTIP has been recast to retrospectively adjust for the effects of the 0.087423 per share Special Stock Dividend, as defined in Note 11, “Stockholders’ and Mezzanine equity”, distributed on March 31, 2017.

 

Restricted Stock Unit Awards

 

The Company has outstanding restricted stock unit awards granted to certain officers and employees of the Company under the LTIP. The fair value of the restricted stock unit awards is based on the value of the Company’s Class A common stock on the date of grant and is expensed on a straight-line basis over the applicable vesting period, which is typically three years.

 

The following table summarizes information related to the total number of units awarded to officers and employees as of March 31, 2017:

 

 

 

 

 

 

 

 

 

    

Restricted

    

Weighted Average

 

 

 

Stock Unit

 

Grant Date Fair Value

 

 

 

Awards

 

per Share

 

Unvested at December 31, 2016

 

1,359,142

 

$

5.60

 

Granted

 

33,052

 

 

4.60

 

Forfeited

 

(7,129)

 

 

4.60

 

Vested

 

 —

 

 

 —

 

Unvested at March 31, 2017

 

1,385,065

 

$

5.58

 

 

Stock compensation expense associated with the employee restricted stock unit awards was $1.1 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively, and is included in general and administrative expenses on the Company’s Consolidated Statement of Operations.

 

Performance Share Unit Awards

 

The Company has outstanding performance share unit awards granted to certain members of the senior management team of the Company under the LTIP. Prior to the second quarter of 2016, the performance share unit awards were described in the Company’s filings as performance unit awards. During the second quarter of 2016, the Company created a new class of equity award, described below as a performance unit award, that is settled in cash rather than shares of the Company’s Class A common stock. As a result, references to performance unit awards in the Company’s filings prior to the second quarter of 2016 refer to this description of performance share unit awards.

 

Upon the completion of the applicable three-year performance period, each recipient may vest in a number of performance share units. The percent of awarded performance share units in which each recipient vests at such time, if any, will range from 0% to 200% based on the Company’s total shareholder return relative to an industry peer group over the applicable three-year performance period. Each vested performance share unit is exchangeable for one share of the Company’s Class A common stock. The grant date fair value of the performance share units was determined using a Monte Carlo simulation model, which results in an estimated percentage of performance share units earned. The fair value of the performance share units is expensed on a straight-line basis over the applicable three-year performance period.

 

The following table summarizes information related to the total number of performance share units awarded to the senior management team as of March 31, 2017:

 

 

 

 

 

 

 

 

 

    

Performance

    

Weighted Average

 

 

 

Share Unit

 

Grant Date Fair Value

 

 

 

Awards

 

per Share

 

Unvested at December 31, 2016

 

942,073

 

$

6.25

 

Granted

 

 —

 

 

 —

 

Forfeited

 

 —

 

 

 —

 

Vested

 

 —

 

 

 —

 

Unvested at March 31, 2017

 

942,073

 

$

6.25

 

 

Stock compensation expense associated with the performance share unit awards was $0.6 million and $0.4 million for the three months ended March 31, 2017 and 2016, respectively, and is included in general and administrative expenses on the Company’s Consolidated Statement of Operations.

 

Performance Unit Awards

 

The value of awarded performance units in which each recipient vests at such time, if any, will range from $0.00 to $200.00 per performance unit based on the Company’s total shareholder return relative to an industry peer group over the applicable three-year performance period. For accounting purposes, the performance units are treated as a liability award with the liability being re-measured at the end of each reporting period. Therefore, the expense associated with these awards is subject to volatility until the payout is finally determined at the end of the performance period. The value of the performance units was determined at award using a Monte Carlo simulation model, as of the grant date, which resulted in an estimated final value upon vesting of $1.3 million. The fair value measured as of March 31, 2017 was $1.0 million.

 

Stock compensation expense associated with the performance unit awards was less than $0.1 million and was $0.0 million for the three months ended March 31, 2017 and 2016, respectively, and is included in general and administrative expenses on the Company’s Consolidated Statement of Operations. As of March 31, 2017, $0.6 million of unrecognized compensation expense related to the performance unit awards, subject to re-measurement and adjustment for the change in estimated final value as of the end of each reporting period, is expected to be recognized over the remaining weighted average service period of 1.75 years.

 

Restricted Stock Awards

 

The Company has outstanding restricted stock awards granted to the non-employee members of the Board of Directors of the Company under the LTIP. The restricted stock will vest upon the director serving as a director of the Company for a one-year service period in accordance with the terms of the award. The fair value of the awards was based on the price of the Company’s Class A common stock on the date of grant.

 

The following table summarizes information related to the total value of the awards to the Board of Directors as of March 31, 2017:

 

 

 

 

 

 

 

 

 

    

 

    

Weighted Average

 

 

 

Restricted

 

Grant Date Fair Value

 

 

 

Stock Awards

 

per Share

 

Unvested at December 31, 2016

 

152,050

 

$

3.68

 

Granted

 

 —

 

 

 —

 

Forfeited

 

 —

 

 

 —

 

Vested

 

 —

 

 

 —

 

Unvested at March 31, 2017

 

152,050

 

$

3.68

 

 

Stock compensation expense associated with awards to the members of the Board of Directors was $0.2 million and $0.2 million for the three months ended March 31, 2017 and 2016, respectively, and is included in general and administrative expenses on the Company’s Consolidated Statement of Operations.