FORUM ENERGY TECHNOLOGIES, INC.FET
FORUM ENERGY TECHNOLOGIES, INC. Stock Compensation Disclosure
Long-Term Incentive Compensation
Stock-based compensation
In August 2010, we adopted the 2010 Stock Incentive Plan (“2010 Plan”) to allow for employees, directors and consultants of the Company and its subsidiaries to share in stock ownership in the Company through the award of stock options, restricted stock, restricted stock units, performance shares or any combination thereof. Under the terms of the 2010 Plan, a total of 925 thousand shares were authorized for issuance pursuant to awards. Following the adoption of the 2016 Plan (as described below), no further awards have been or will be granted under the 2010 Plan, but outstanding awards under the 2010 Plan will continue to be governed by its terms.
In May 2016, we adopted a new 2016 Stock and Incentive Plan (the “2016 Plan”), under which we initially reserved a total of 285 thousand shares. Our stockholders approved amendments to the 2016 Plan in May 2019, May 2020, May 2022 and May 2024, increasing the shares authorized for issuance thereunder to 1.4 million shares. On May 9, 2025, shareholders approved an additional 600 thousand shares added to the 2016 Plan. Approximately 711 thousand shares remained available under the 2016 Plan for future grants as of December 31, 2025.
The total amount of stock-based compensation expense recorded was $9.0 million and $7.1 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company expects to record stock based compensation expense of approximately $7.0 million over a weighted average remaining term of approximately two years. Future grants will result in additional compensation expense.
Restricted stock
Restricted stock generally vests over a period of one year from the date of grant. The following table provides additional information related to our restricted stock:
| 2025 Activity | Restricted stock (shares in thousands) | |||||||
| Nonvested at December 31, 2024 | 40 | |||||||
| Granted | 42 | |||||||
| Vested | (40) | |||||||
| Forfeited | — | |||||||
| Nonvested at December 31, 2025 | 42 | |||||||
During 2025, the Company granted 42 thousand time-based restricted stock to non-employee members of the Board of Directors that vest after one year.
The weighted average grant date fair value of restricted stock granted during the year ended December 31, 2025 and 2024 was $17.88 and $18.81 per share, respectively. No restricted stock vested during 2024.
Restricted stock units
Restricted stock units generally vest over a to three year period from the date of grant. The following table provides additional information related to our restricted stock units:
| 2025 Activity | Restricted stock units (shares in thousands) | |||||||
| Nonvested at December 31, 2024 | 329 | |||||||
| Granted | 199 | |||||||
| Vested | (148) | |||||||
| Forfeited | — | |||||||
| Nonvested at December 31, 2025 | 380 | |||||||
Of the restricted stock units granted during 2025, 190 thousand shares vest ratably over three years. Also, during 2025, the Company granted 9 thousand time-based restricted stock units to a non-employee member of the Board of Directors that vest after one year.
The weighted average grant date fair value of the restricted stock units was $17.53 and $19.73 per share during the years ended December 31, 2025, and 2024, respectively. The total grant date fair value of units vested was $3.2 million and $3.0 million during 2025 and 2024, respectively.
Performance share awards
During 2025, the Company granted 95,197 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's total shareholder return compared to the total shareholder return of a group of peer companies over three different performance periods. The performance periods run from January 1, 2025 through December 31, 2025, January 1, 2025 through December 31, 2026 and January 1, 2025 through December 31, 2027, and one-third of each award is allocated to each performance period. The performance restricted stock units may settle for between 0% and 200% of the target units granted.
During 2025, the Company granted 95,197 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's free cash flow over three different performance periods. The performance periods run from January 1, 2025 through December 31, 2025, January 1, 2025 through December 31, 2026 and January 1, 2025 through December 31, 2027, and one-third of each award is allocated to each performance period. The performance restricted stock units may settle for between 0% and 200% of the target units granted.
During 2025, the Company granted 114,000 performance restricted stock units (assuming target performance) to employees that vest based upon the Company achieving minimum stock price threshold of $21.91 per share, for 20 consecutive trading days during the period commencing on March 5, 2025 and ending on the third anniversary thereof.
The weighted average grant date fair value of the performance restricted stock units was $18.37 and $19.79 per share during the years ended December 31, 2025, and 2024, respectively. The total grant date fair value of units vested was $1.0 million and $0.6 million during 2025 and 2024, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 4, 2022 | |
| 2020 | Mar 2, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 27, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.