We have an equity incentive compensation plan for our officers, independent contractors, employees and non-employee directors which is designed to encourage stock ownership by such persons. We may grant both time-vesting and performance-vesting awards, which are earned on the achievement of certain performance criteria. The following types of awards may be granted under our incentive plan:

The Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan (or the Equity Incentive Plan) provides for the grant of stock options, SARs, restricted stock, RSUs, performance awards, and other stock-based awards or any combination thereof to eligible participants. Vesting conditions and other terms and conditions of awards under the Equity Incentive Plan are determined by our Board of Directors (or Board) or the compensation committee of our Board, subject to the terms of the Equity Incentive Plan. RSUs and restricted stock awards may be issued with performance-vesting or time-vesting features, which may or may not be participating securities. The aggregate number of shares of Common Stock initially available for issuance pursuant to awards under the Equity Incentive Plan was 11,111,111.

Total compensation cost recognized for all awards under the Equity Incentive Plan for the Successor periods for the years ended December 31, 2023 and 2022 and for the period from April 24, 2021 to December 31, 2021 was $14.2 million, $20.2 million and $10.8 million, respectively. Tax benefits recognized for the Successor periods for the years ended December 31, 2023 and 2022 and for the period from April 24, 2021 to December 31, 2021 were $2.5 million, $2.9 million and $2.0 million, respectively. As of December 31, 2023, total unrecognized compensation cost related to non-vested awards under the Equity Incentive Plan aggregated $10.7 million, which we expect to recognize over a weighted average period of one year.

RSUs. RSUs are contractual rights to receive shares of our Common Stock in the future if the applicable vesting conditions are met. As of December 31, 2023, an aggregate 318,292 time-vesting RSU awards were outstanding with respect to awards to our non-employee members of the Board (or Board RSUs). The Board RSUs vest and become non-forfeitable on the first anniversary of the grant date, subject to the recipient’s continuous service through the applicable vesting date. The vested Board RSUs will be issued at the earliest of (i) the fifth anniversary of the grant date, (ii) a separation from service or (iii) a change in control.

Effective July 1, 2021, the Board approved a new key employee retention and incentive plan covering executive officers and certain non-executive key employees. During the Successor periods for the years ended December 31, 2023 and 2022 and from April 24, 2021 to December 31, 2021, we granted 593,205, 535,516 and 1,916,043 time-vesting RSUs, respectively, to our executive officers and other non-key executive employees. The RSUs vest annually over a period of three years from the grant date.

Restricted Stock Awards. Pursuant to the terms of the Equity Incentive Plan, we granted 222,222 shares of time-vesting restricted stock awards to our Chief Executive Officer in 2021, which had fully vested by May 2023. Holders of restricted stock have all privileges of a stockholder of the Company with respect to the restricted stock, including without limitation the right to vote any shares underlying such restricted stock and to receive dividends or other distributions in respect thereof.

The fair value of time-vesting RSUs and restricted stock awards granted under the Equity Incentive Plan was estimated based on the fair market value of our Common Stock on the date of grant.

A summary of time-vesting RSU and restricted stock award activity under the Successor Equity Incentive Plan as of December 31, 2023 and changes during the year then ended is as follows:


	Number of Awards			Weighted -Average Grant Date Fair Value Per Share
Nonvested awards at January 1, 2023		1,945,138		$	8.20
Granted		692,236		$	11.34
Vested		(854,293	)	$	8.31
Forfeited		(98,460	)	$	8.31
Nonvested awards at December 31, 2023		1,684,621		$	6.81

The weighted average grant-date fair value per share of restricted stock awards granted during the Successor periods for the years ended December 31, 2023 and 2022 and the period from April 24, 2021 to December 31, 2021 was $11.34, $6.68 and $8.75, respectively. The total fair value of the restricted stock awards that vested during the Successor periods for the years ended December 31, 2023 and 2022 and for the period from April 24, 2021 to December 31, 2021 was $11.3 million, $3.9 million and $0.6 million, respectively.

RSUs. During the Successor periods for the years ended December 31, 2023 and 2022 and the period from April 24, 2021 to December 31, 2021, we granted 431,241, 709,148 and 1,733,404 performance-vesting RSU awards, respectively.

The performance-vesting RSUs granted during years ended December 31, 2023 and 2022 will vest at the end of a three-year period upon the achievement of certain market conditions and continuous employment of the award holder. The fair value of these shares was estimated using a Monte Carlo simulation.

The performance-vesting RSUs granted during the Successor period from April 24, 2021 to December 31, 2021 vest annually over a three-year cycle and are distributed based on performance metrics and continuous employment. The fair value of these shares was estimated based on the fair market value of our Common Stock on the date of grant.

A summary of performance-vesting RSU activity under the Equity Incentive Plan as of December 31, 2023 and changes during the year then ended is as follows:


	Number of Awards			Weighted -Average Grant Date Fair Value Per Share
Nonvested awards at January 1, 2023		1,521,297		$	7.42
Granted		431,241		$	13.99
Vested		(419,736	)	$	8.75
Forfeited		(24,453	)	$	8.75
Nonvested awards at December 31, 2023		1,508,349		$	4.62

The weighted average grant-date fair value per share of performance awards granted during the Successor periods for the years ended December 31, 2023 and 2022 and the period from April 24, 2021 to December 31, 2021 was $13.99, $5.71 and $8.75, respectively. The total fair value of performance awards vested during Successor years ended December 31, 2023 and 2022 was $6.5 million and $3.2 million, respectively.

Restricted Stock. In May 2021, we granted 777,777 shares of performance-vesting restricted stock awards to our Chief Executive Officer pursuant to the terms of the Equity Incentive Plan. These awards vested upon achievement of both a market and performance condition. Vesting was contingent upon certain conditions (as defined in the award agreement under the Equity Incentive Plan). All vesting conditions have now been satisfied and 30,370 restricted shares and 747,407 restricted shares vested during 2023 and 2022, respectively. The weighted-average grant-date fair value of these performance-vesting restricted stock awards was $6.89 per share, or $5.4 million in the aggregate, which we recognized as compensation expense during the Successor year ended December 31, 2022. The total fair value of the awards that vested during the Successor years ended December 31, 2023 and 2022 was $0.4 million and $6.2 million, respectively.

The performance-vesting restricted stock awards granted during the Successor years ended December 31, 2023 and 2022 were valued using a Monte Carlo simulation assuming a Geometric Brownian Motion in a risk-neutral framework and using the following assumptions:


	Awards granted
	2023			2022
Expected life of awards (in years)		3			3
Expected volatility		70.50	%		75.00	%
Risk-free interest rate		3.70	%		2.71	%