SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

In June 2018, the Company adopted the 2018 Team, Inc, Equity Incentive Plan (as amended and restated in May 2021 and May 2024, the “2018 Plan”) pursuant to which our Board of Directors may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees.

As of December 31, 2024, the 2018 Plan had 462,348 shares available for issuance. These shares exclude 445,136 performance award shares granted in 2023 which become issuable if 100% of performance target is achieved, and can be settled in shares, cash or a combination thereof when vested. These performance awards are discussed in further detail below.

Compensation expense related to share-based compensation totaled $2.3 million and $1.6 million for the years ended December 31, 2024 and 2023, respectively. Share-based compensation expense reflects an estimate of expected forfeitures. As of December 31, 2024, $2.5 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 1.5 years. There was no income tax benefit recognized for the years ended December 31, 2024 or 2023.

Restricted Stock Units (RSUs)

Restricted stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over three or four years and the expense associated with the units is recognized ratably over the same vesting period. Compensation expense related to RSUs totaled $1.0 million and $1.4 million for the years ended December 31, 2024 and 2023, respectively.

Transactions involving our restricted stock unit grants for the twelve months ended December 31, 2024 are summarized below:


	Twelve Months Ended December 31, 2024
	No. of Stock Units	Weighted Average Fair Value at Date of Grant
	(in thousands)
Stock and stock units, beginning of year	262	$	8.36
Changes during the year:
Granted	—	—

Vested and settled	(117)	$	8.52
Cancelled	—	—
Stock and stock units, end of year	145	$	8.21

The intrinsic value of stock units vested during the years ended December 31, 2024 and 2023 was $2.0 million and $0.6 million, respectively.

Performance Stock Units (PSUs)

We granted 445,136 long-term performance stock units during 2023 to certain executives with a non-market condition milestone factor related to our adjusted EBITDA. For these awards, we recognize compensation expense over the vesting term on a straight-line basis based upon the performance target that is probable of being met, subject to adjustment for changes in the expected or actual performance outcome. For performance awards, we recorded an expense of $1.3 million and $0.2 million for the years ended December 31, 2024 and 2023, respectively.

Transactions involving our performance awards during the twelve months ended December 31, 2024 are summarized below:


	Twelve Months Ended December 31, 2024
	No. of Stock Units1	Weighted Average Fair Value at Date of Grant
	(in thousands)
Performance stock units, beginning of year	445	$	8.22
Changes during the period:
Granted	—	—

Cancelled and forfeited	—	—
Performance stock units, end of year	445	$	8.22

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1 Performance units with variable payouts are shown at target level of performance.

There were no performance stock units vested during the years ended December 31, 2024 and 2023.