The Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended (the “Incentive Plan”), authorizes the issuance of up to 3,700,000 shares of the Corporation’s common stock for awards under the Incentive Plan. Awards under the Incentive Plan may include incentive stock options and non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards, or short-term cash incentive awards. If any award is canceled, terminates, expires, or lapses for any reason prior to the issuance of the shares, or if the shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for grant under the Incentive Plan.

The Incentive Plan may be administered by the Board of Directors or the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted and the nature, amount and terms of such awards.

The Compensation Committee has granted stock options, time-vesting restricted stock units (“RSUs”) and performance-vesting restricted stock units (“PSUs”) to select individuals. All stock options expired by December 31, 2024. Each RSU represents the right to receive one share of common stock of the Corporation at a future date after the RSU has become earned and vested, subject to the terms and conditions of the RSU award agreement. The RSUs typically vest over a three-year period. The PSUs can be earned depending upon the achievement of a performance or market condition and a time-vesting condition as follows: (i) achievement of a targeted return on invested capital over a three-year performance period; (ii) achievement of a three-year cumulative relative total shareholder return as ranked against other companies included in the Corporation’s peer group; (iii) achievement of a targeted share price for Corporation’s common stock for a prescribed period during the four-year period commencing on the date of grant; and (iv) remaining continuously employed with the Corporation through either the end of the third year following the date of grant or, for the share-price performance awards, the end of the fourth year following the date of grant. Earlier vesting of the stock units is permitted under certain conditions, such as upon a change of control of the Corporation, or as approved by the Board of Directors.

The grant date fair value for the RSUs equals the closing price of the Corporation’s common stock on the NYSE on the date of grant. The grant date fair value for PSUs subject to a market condition is determined using a Monte Carlo simulation model. The grant date fair value for PSUs subject to a performance condition is equal to the closing price of the Corporation’s stock on the NYSE on the date of grant. The determination of the fair value of these awards takes into consideration the likelihood of achievement of the market or performance condition and, in certain circumstances, is adjusted for subsequent changes in the estimated or actual outcome of the condition. Unrecognized compensation expense associated with the RSUs and PSUs equaled $1,424 at December 31, 2024, and is expected to be recognized over a weighted-average period of approximately 2 years.

Outstanding RSUs and PSUs, which would represent non-vested awards, as of December 31, 2024 and 2023, and activity for the years then ended, are summarized below. Forfeitures resulting from failure to provide continuous service to the Corporation throughout the service period are recognized as they occur. Forfeitures resulting from failure to achieve the performance or market condition of an award are recognized when the performance or market condition is not met.


	Number of RSUs			Weighted- Average Fair Value		Number of PSUs			Weighted- Average Fair Value
Outstanding at January 1, 2023		343,182		$	5.29		396,537		$	6.57
Granted		216,523			2.73		488,399			2.51
Converted to common stock		(159,314	)		4.97		(60,815	)		5.34
Forfeited		(9,652	)		4.07		(156,333	)		6.78
Outstanding at December 31, 2023		390,739			4.03		667,788			3.66
Granted		227,211			1.61		270,439			1.63
Converted to common stock		(183,047	)		4.53		—			—
Forfeited		(10,832	)		3.88		(179,389	)		6.80
Outstanding at December 31, 2024		424,071		$	2.53		758,838		$	2.20

Outstanding stock options, all of which are fully vested, as of December 31, 2024 and 2023, and activity for the years then ended, are as follows:


	Number of Shares Under Options			Weighted- Average Exercise Price		Remaining Contractual Life In Years		Intrinsic Value
Outstanding at January 1, 2023		74,000		$	18.60		0.8	$	—
Expired		(36,500	)		17.16
Outstanding at December 31, 2023		37,500			20.00		0.3		—
Expired		(37,500	)		20.00
Outstanding at December 31, 2024		—		$	—		—	$	—
Exercisable at December 31, 2024		—		$	—		—	$	—
Vested or expected to vest at December 31, 2024		—		$	—		—	$	—

The Incentive Plan also provides for restricted stock awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $200. The limit does not apply to shares received by a non-employee director at his or her election in lieu of all or a portion of the director’s retainer for board service. The restricted stock awards vest on the one-year anniversary of the grant date. Outstanding restricted stock awards granted to non-employee members of the Board of Directors as of December 31, 2024 and 2023, and activity for the years then ended, are as follows:


	Number of Restricted Stock Awards			Weighted- Average Fair Value
Outstanding at January 1, 2023		172,735		$	5.50
Granted		136,371			2.79
Converted to common stock		(172,735	)		5.50
Outstanding at December 31, 2023		136,371			2.79
Granted		114,552			1.61
Converted to common stock		(136,371	)		2.79
Outstanding at December 31, 2024		114,552		$	1.61

Stock-based compensation expense for all awards, including expense associated with the equity-based awards granted to non-employee members of the Board of Directors, approximated $1,478 and $2,146 for 2024 and 2023, respectively. The income tax benefit recognized in the consolidated statements of operations was not significant due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense was recognized.