Equity-Based Compensation

9 Months Ended

Sep. 30, 2024

Equity-Based Compensation

Equity-Based Compensation

10. Equity-Based Compensation

Equity-based compensation expense under the Holdings 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”) as well as the Holdings 2023 Omnibus Incentive Plan (the “2023 Incentive Plan” and, together with the 2013 Incentive Plan, the “Incentive Plans”), is as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Expense from time-based awards (a)	$	2,653	$	3,269	$	8,603	$	8,616
Expense from performance-based awards (a)(b)		706		1,040		2,182		2,601
Expense from bonus to be settled in shares (c)		1,259		582		3,658		2,833
Equity-based compensation expense	$	4,618	$	4,891	$	14,443	$	14,050

(a) Includes $1.0 million of expense recognized for time-based awards and $0.6 million of expense recognized for performance-based awards, for the nine months ended September 30, 2024, for inducement awards granted to the Company's CEO, Erik Carlson, in the fourth quarter of 2023. These equity awards were made pursuant to the inducement award exception under the New York Stock Exchange Rule 303A.08 and were not granted from the 2023 Incentive Plan. All of the restricted stock units remain outstanding as of September 30, 2024.

(b) Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions.

(c) A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued.

Time-based Restricted Stock

The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards:

	Shares	Weighted average grant date fair value per share
Balance, January 1, 2024	1,066,594	$	18.70
Granted	1,409,452	$	8.64
Shares vested (including tax withholding) (a)	(457,371)	$	23.42
Forfeited	(105,010)	$	14.25
Balance, September 30, 2024	1,913,665	$	10.41

(a) Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.

As of September 30, 2024, there was $11.7 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.7 years.

Performance-based Restricted Stock

The following table summarizes equity-based compensation activity related to performance-based restricted stock units:

	Shares	Weighted average grant date fair value per share
Balance, January 1, 2024	783,231	$	7.87
Granted (a)	473,590	$	8.81
Forfeited	(101,867)	$	19.08
Balance, September 30, 2024	1,154,954	$	7.27

(a) Represents the total participant target award.

As of September 30, 2024, there was $3.3 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.5 years.