Stock-Based Compensation
Under our 2023 Omnibus Incentive Compensation Plan (the “Omnibus Plan”), we are authorized to grant Restricted Stock Units (“RSU”), Performance-based Restricted Stock Units (“PSU”), and other cash and stock awards under our Long-Term Incentive Plan (“LTIP”). The Compensation Committee of the Board of Directors (the “Compensation Committee”) oversees our equity award grants, the type of awards, the required performance measures and the timing and duration of each grant.
Performance-Based Restricted Stock Units—PSU awards are earned based on achievement against one or more performance metrics established by the Compensation Committee in respect of a specified performance period. Earned PSUs range from zero to a specified maximum percentage of a participant’s target award based on the achievement of applicable performance metrics, and are subject to vesting terms based on continued employment.
Certain PSU awards are based on the relative Total Shareholder Return (“TSR”). TSR is an objective calculation that takes into account our TSR as compared to the average of Total Shareholder Return percentage results for the Performance Period of two published indices (S&P SmallCap 600 Index, and the S&P 600 Chemicals Index) and whether our specific TSR is positive or negative. The fair value of PSUs is estimated on the grant date using a Monte-Carlo simulation.
Under the LTIP plans, the PSU vesting period is three years with cliff vesting occurring on December 31 of the third year.
Restricted Stock Units—RSUs entitle the recipient to be paid out an equal number of Common stocks upon vesting. The RSUs vesting period is ratably over three years starting on January 1 in the year of the grant.
In certain instances, we issue RSUs as sign-on incentives and other one-time grants for employees. These RSUs vest over a three-year period either ratably or on a cliff vesting basis. Vesting typically occurs on the anniversary of the grant or date of hire.
Restricted Stock—Certain members of our Board of Directors receive compensation in form of Restricted Stock (“RS”) in accordance with our 2023 Non-employee Director Plan. Under this plan 103,480 RS are currently outstanding. The RS vest and become non-forfeitable on the first anniversary of the grant date.
Performance-based Restricted Stock Units
In the following table summarizes PSU activity assuming payout at 100% of target shares for unvested awards:
| | | | | | | | | | | |
| Number of units | | Weighted-average grant-date fair value per unit |
Unvested at January 1, 2025 | 671,063 | | | $ | 28.13 | |
| Granted | 423,201 | | | 11.61 | |
| Vested | (197,331) | | | 35.36 | |
| Forfeited | (190,907) | | | 33.53 | |
Unvested at December 31, 2025 | 706,026 | | | $ | 14.75 | |
During 2024 and 2023 we granted 348,857 and 594,922 performance-based units, respectively, with a per unit weighted-average grant-date fair value of $18.99 and $29.62, respectively.
The 2023 PSU awards based on relative TSR and other metrics will be paid out at a multiple of approximately 0.5X.
Restricted Stock Units
In the following table summarizes RSU activity:
| | | | | | | | | | | |
| Number of units | | Weighted-average grant-date fair value per unit |
Unvested at January 1, 2025 | 295,747 | | | $ | 21.37 | |
| Granted | 395,649 | | | 9.50 | |
| Vested | (261,779) | | | 18.77 | |
| Forfeited | (18,661) | | | 21.29 | |
Unvested at December 31, 2025 | 410,956 | | | $ | 11.60 | |
During 2024 and 2023 weighted average RSU grant-date fair value was $20.41 and $26.14, respectively. Total grant date fair value of RSUs were approximately $4.3 million and $5.9 million during 2024 and 2023, respectively.
Total fair value of RSUs vested was approximately $4.1 million and $3.3 million during 2024 and 2023, respectively.
As of December 31, 2025, we had unrecognized compensation cost of $10.2 million, based on the target amounts, related to unvested PSU, RSU and RS, which is expected to be recognized over a weighted average period of 1.66 years.
During 2025, 2024 and 2023 fiscal years, we recognized compensation expenses of $13.6 million, $15.3 million and $15.4 million, respectively, in the Consolidated Statements of Operations.