Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation and Other Benefit Plans

v3.21.2
Share-Based Compensation and Other Benefit Plans
9 Months Ended
Sep. 30, 2021
Share-based Payment Arrangement [Abstract]  
Share-based Payment Arrangement Share-Based Compensation and Other Benefit Plans
Share-Based Compensation
We reserved a total of 4,424,600 shares of Class A Common Stock for issuance under the Penn Virginia Corporation Management Incentive Plan (the “Plan”) for share-based compensation awards. A total of 760,220 RSUs and 484,197 PRSUs have been granted to employees and directors through September 30, 2021. As of September 30, 2021, a total of 239,524 RSUs and 345,069 PRSUs are unvested and outstanding.
We recognized $4.2 million, including approximately $1.9 million as a result of the change-in-control event associated with the Juniper Transactions, and $0.8 million of expense attributable to the RSUs and PRSUs for the nine months ended September 30, 2021 and 2020, respectively.
The table below presents the number of RSUs granted, the average grant-date fair value and the number of shares vested for the following periods:
Nine Months Ended September 30,
2021 2020
RSUs granted 118,223  281,382 
Average grant-date fair value $13.84 $4.49
Issued upon vesting, net of shares withheld for income taxes 122,911  45,435 
Compensation expense for RSUs is being charged to expense on a straight-line basis over a range of less than one to three years.
The table below presents the number of PRSUs granted and the number of shares vested for the following periods:
Nine Months Ended September 30,
2021 2020
PRSUs granted 1
225,206  145,399 
Monte Carlo grant-date fair value 2
$17.74 to $33.31
$2.40 to $16.02
Average grant-date fair value 3
$13.63 not applicable
Issued upon vesting, net of shares withheld for income taxes 7,252  19,402 
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1    The 2021 PRSU grants exclude one executive officers’ inducement award originally granted in August 2020 that was amended in April 2021 to conform vesting conditions to other PRSU awards granted in 2021.
2    Represents the Monte Carlo grant-date fair value of 2021 and 2020 PRSU grants based on the Company’s TSR performance (as defined below).
3    Represents the average grant-date fair value of 2021 PRSU grants (none granted prior to 2021) based on the Company’s ROCE performance (as defined below).
Compensation expense for PRSUs with a market condition is being charged to expense on a straight-line basis for the 2021 grants and graded-vesting for the 2020 and 2019 grants, over a range of less than one to three years. Compensation expense for PRSUs with a performance condition is recognized on a straight-line basis over three years, when it is considered probable that the performance condition will be achieved and such grants are expected to vest.
The 2021 PRSU grants are based 50% on the Company’s return on average capital employed (“ROCE”) relative to a defined peer group and 50% based on the Company’s absolute total shareholder return and total shareholder return (“TSR”) relative to a defined peer group. The 2021 PRSUs cliff vest from zero to 200 percent of the original grant at the end of a three-year performance period based on satisfaction of the respective underlying conditions.
Vesting of PRSUs granted in 2020 and 2019 range from zero to 200 percent of the original grant based on the performance of our common stock (TSR-based) relative to a defined peer group. Due to the market condition for the 2019, 2020 and a portion of the 2021 PRSU grants, the grant-date fair value is derived by using a Monte Carlo model. The ranges for the assumptions used in the Monte Carlo model for these PRSUs granted during 2021, 2020 and 2019 are presented as follows:
2021 1
2020 1
2019
Expected volatility
131.74% to 134.74%
101.32% to 117.71%
49.9  %
Dividend yield 0.0  % 0.0  % 0.0  %
Risk-free interest rate
0.22% to 0.29%
0.18% to 0.51%
1.66  %
Performance period 2021-2023 2020-2022 2020-2022
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1    One executive officer’s inducement award originally granted in August 2020 was amended in April 2021 to conform vesting conditions to other PRSU awards granted in 2021. The Monte Carlo assumptions for both years are included above.
PRSUs with a market condition do not allow for the reversal of previously recognized expense, even if the market condition is not achieved and no shares ultimately vest.
We recognize share-based compensation expense as a component of G&A expenses in our condensed consolidated statements of operations.
Other Benefit Plans
We maintain the Penn Virginia Corporation and Affiliated Companies Employees 401(k) Plan (the “401(k) Plan”), a defined contribution plan, which covers substantially all of our employees. We recognized $0.2 million and $0.5 million of expense attributable to the 401(k) Plan for the three and nine months ended September 30, 2021, respectively. We recognized $0.1 million and $0.5 million of expense attributable to the 401(k) Plan for the three and nine months ended September 30, 2020, respectively. The charges for the 401(k) Plan are recorded as a component of G&A expenses in our condensed consolidated statements of operations.
We maintain unqualified legacy defined benefit pension and defined benefit postretirement plans that cover a limited number of former employees, all of whom retired prior to January 1, 2000. The combined expense recognized with respect to these plans was less than $0.1 million for each of the three and nine months ended September 30, 2021 and 2020. The charges for these plans are recorded as a component of Other income (expense) in our condensed consolidated statements of operations.