Employee Benefit Plans

3 Months Ended

Mar. 31, 2025

Employee Benefit Plans

Employee Benefit Plans

Note 10 — Employee Benefit Plans

Long-Term Incentive Plan

We currently have one active long-term incentive plan: the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). As of March 31, 2025, there were approximately 8.1 million shares of our common stock available for issuance under the 2005 Incentive Plan, assuming outstanding performance share units (“PSUs”) vest in shares of our common stock at 100% of the original awards and outstanding RSUs are settled in cash. During the three-month period ended March 31, 2025, the following grants of share-based awards were made under the 2005 Incentive Plan:

			Grant Date
			Fair Value
Date of Grant	Award Type	Shares/Units	Per Share/Unit		Vesting Period/Vesting Date
January 1, 2025 (1)	RSU	443,401	$	9.32	33% per year over three years
January 1, 2025 (2)	PSU	397,264	$	10.56	100% on December 31, 2027
January 1, 2025 (3)	Restricted stock	3,018	$	9.32	100% on January 1, 2027

(1) Reflects grants to certain officers including our executive officers.

(2) Reflects grants to our executive officers.

(3) Reflects grants to certain independent members of our Board who have elected to take their quarterly fees in stock in lieu of cash.

We grant restricted stock to members of our Board and from time to time our executive officers and select management employees. For the three-month periods ended March 31, 2025 and 2024, we recognized $0.2 million and $0.3 million, respectively, as share-based compensation related to restricted stock.

Our outstanding PSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee of our Board upon vesting and generally have been accounted for as equity awards. Those PSUs consist of two components measured across a three-year performance period: (i) 50% based on the performance of our common stock against peer group companies (TSR component), which component contains a service and a market condition, and (ii) 50% based on cumulative total Free Cash Flow (FCF component), which component contains a service and a performance condition. Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. Our PSUs cliff vest at the end of the three-year period with the maximum amount of the award being 200% of the original PSU awards and the minimum amount being zero.

For each of the three-month periods ended March 31, 2025 and 2024, $1.3 million were recognized as share-based compensation related to PSUs. In the first quarter 2025, based on the performance of our common stock price as compared to our performance peer group and our cumulative total Free Cash Flow, in each case over a three-year performance period, 1,065,705 PSUs granted in 2022 vested at 200%, resulting in 1,958,334 shares of our common stock with a total market value of $18.3 million and $1.6 million of cash.

Our currently outstanding RSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee of our Board upon vesting and generally have been accounted for as liability awards. For the three-month periods ended March 31, 2025 and 2024, $1.0 million and $1.5 million, respectively, were recognized as compensation cost.

During the three-month period ended March 31, 2025 and the year ended December 31, 2024, we granted fixed-value cash awards of $6.7 million and $6.1 million, respectively, to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years. For the three-month periods ended March 31, 2025 and 2024, $1.5 million and $1.4 million, respectively, were recognized as compensation cost.

Defined Contribution Plans

We sponsor a defined contribution 401(k) retirement plan in the U.S. We also contribute to various other defined contribution plans globally. For the three-month periods ended March 31, 2025 and 2024, we made contributions to our defined contribution plans totaling $1.5 million and $1.4 million, respectively.

Employee Stock Purchase Plan (“ESPP”)

As of March 31, 2025, 0.9 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 260 shares per employee per purchase period.

For more information regarding our employee benefit plans, including the 2005 Incentive Plan, the defined contribution plans and the ESPP, see Note 13 to our 2024 Form 10-K.