SANDRIDGE ENERGY INCSD
SANDRIDGE ENERGY INC Stock Compensation Disclosure
Share-Based Compensation
Share-Based Compensation
Omnibus Incentive Plan. The Omnibus Incentive Plan became effective on October 4, 2016 and authorizes the issuance of up to 4.6 million shares of SandRidge common stock.
Persons eligible to receive awards under the Omnibus Incentive Plan include non-employee directors of the Company, employees of the Company or any of its affiliates, and certain consultants and advisors to the Company or any of its affiliates. The types of awards that may be granted under the Omnibus Incentive Plan include stock options, restricted stock, performance awards and other forms of awards granted or denominated in shares of common stock, as well as certain cash-based awards. At December 31, 2024, the Company had restricted stock awards, restricted stock units, performance share units and stock options outstanding under the Omnibus Incentive Plan. Forfeitures for these awards are recognized as they occur.
Restricted Stock Awards. The Company’s restricted stock awards are equity-classified awards and are valued based upon the market value of the Company’s common stock on the date of grant. Outstanding restricted shares at December 31, 2024 will generally vest over a one-year period with a remaining weighted average contractual period of 0.51 years and have $0.3 million of associated unrecognized compensation cost.
The following table presents a summary of the Company’s unvested restricted stock awards:
Number of Shares | Weighted- Average Grant Date Fair Value | ||||||||||
| (In thousands) | |||||||||||
Unvested restricted shares outstanding at January 1, 2022 | 57 | $ | 5.26 | ||||||||
| Granted | 18 | $ | 18.93 | ||||||||
| Vested | (57) | $ | 5.26 | ||||||||
| Forfeited / Canceled | — | $ | — | ||||||||
Unvested restricted shares outstanding at December 31, 2022 | 18 | $ | 18.93 | ||||||||
| Granted | 54 | $ | 13.85 | ||||||||
| Vested | (18) | $ | 18.93 | ||||||||
| Forfeited / Canceled | — | $ | — | ||||||||
Unvested restricted shares outstanding at December 31, 2023 | 54 | $ | 13.85 | ||||||||
| Granted | 65 | $ | 13.20 | ||||||||
| Vested (1) | (65) | $ | 13.76 | ||||||||
| Forfeited / Canceled | — | $ | — | ||||||||
Unvested restricted shares outstanding at December 31, 2024 | 53 | $ | 13.17 | ||||||||
| Totals may not sum or recalculate due to rounding | |||||||||||
____________________
(1) The aggregate intrinsic value of restricted stock that vested during 2024 was approximately $0.9 million based on the stock price at the time of vesting.
Restricted Stock Units. The Company’s restricted stock units awards are equity-classified awards and are valued based upon the market value of the Company’s common stock on the date of grant. Outstanding restricted stock units at December 31, 2024 will generally vest over a three-year period with a remaining weighted average contractual period of 2.14 years and have $1.6 million associated unrecognized compensation cost at December 31, 2024.
The following table presents a summary of the Company’s unvested restricted stock units:
| Number of Units | Weighted- Average Grant Date Fair Value | |||||||||||||
| (In thousands) | ||||||||||||||
Unvested restricted stock units outstanding at January 1, 2022 | 406 | $ | 4.18 | |||||||||||
| Granted | 39 | $ | 13.51 | |||||||||||
| Vested | (175) | $ | 3.61 | |||||||||||
| Forfeited / Canceled | (18) | $ | 5.51 | |||||||||||
Unvested restricted stock units outstanding at December 31, 2022 | 252 | $ | 5.93 | |||||||||||
| Granted | 79 | $ | 15.13 | |||||||||||
| Vested | (175) | $ | 4.33 | |||||||||||
| Forfeited / Canceled | (18) | $ | 11.50 | |||||||||||
Unvested restricted stock units outstanding at December 31, 2023 | 138 | $ | 12.51 | |||||||||||
| Granted | 96 | $ | 13.14 | |||||||||||
| Vested (1) | (81) | $ | 10.85 | |||||||||||
| Forfeited / Canceled | — | $ | — | |||||||||||
Unvested restricted stock units outstanding at December 31, 2024 | 153 | $ | 13.78 | |||||||||||
| Totals may not sum or recalculate due to rounding | ||||||||||||||
____________________
(1) The aggregate intrinsic value of restricted stock units that vested during 2024 was approximately $1.1 million based on the stock price at the time of vesting.
Performance Share Units. The Company’s performance share units awards are equity-classified awards and are valued based upon the market value of the Company’s common stock on the date of grant. Outstanding performance share units at December 31, 2024 will generally vest over a one year period with a remaining weighted average contractual period of 0.37 years and an $0.1 million amount of unrecognized compensation cost at December 31, 2024.
The following table presents a summary of the Company's performance share units:
| Number of Units | Weighted- Average Grant Date Fair Value | |||||||||||||
| (In thousands) | ||||||||||||||
Unvested performance share units outstanding at January 1, 2022 | 34 | $ | 5.01 | |||||||||||
| Granted | 19 | $ | 13.51 | |||||||||||
| Vested | (34) | $ | 5.01 | |||||||||||
| Forfeited / Canceled | (2) | $ | 13.51 | |||||||||||
Unvested performance share units outstanding at December 31, 2022 | 17 | $ | 13.51 | |||||||||||
| Granted | 19 | $ | 15.31 | |||||||||||
| Vested | (17) | $ | 13.51 | |||||||||||
| Forfeited / Canceled | (3) | $ | 15.31 | |||||||||||
Unvested performance share units outstanding at December 31, 2023 | 16 | $ | 15.31 | |||||||||||
| Granted | 23 | $ | 13.63 | |||||||||||
| Vested (1) | (16) | $ | 15.31 | |||||||||||
| Forfeited / Canceled | — | $ | — | |||||||||||
Unvested performance share units outstanding at December 31, 2024 | 23 | $ | 13.63 | |||||||||||
| Totals may not sum or recalculate due to rounding | ||||||||||||||
____________________
(1) The aggregate intrinsic value of performance share units that vested during 2024 was approximately $0.2 million.
Stock Options
The fair value of stock options was estimated on the date of the grant using a Black-Scholes valuation model that used the weighted average assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s common stock and other factors. The Company uses historical data on the exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock-based payments granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Generally, stock options granted to employees and directors vest ratably over three years from the grant date and expire seven years from the date of grant. There were no stock options granted during the years ended December 31, 2024, 2023 or 2022.
| Assumptions | For the Year Ended December 31, 2021 | |||||||
| Risk-free interest rate | 0.79 | % | ||||||
| Expected dividend yield | — | % | ||||||
| Expected volatility | 78.2 | % | ||||||
| Expected term | 5 years | |||||||
The following table presents a summary of the Company's stock option activity for the years ended December 31, 2024, 2023 and 2022:
| Number of Shares | Weighted Average Exercise Price per Share | Weighted Average Remaining Contractual Term(years) | Aggregate Intrinsic Value (in millions) | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
Outstanding at January 1, 2022 | 324 | $ | — | 7.80 | $ | 0.80 | ||||||||||||||||||||
| Granted | — | — | — | — | ||||||||||||||||||||||
| Exercised | (31) | $ | 17.53 | — | — | |||||||||||||||||||||
| Expired | — | — | — | — | ||||||||||||||||||||||
| Forfeited / Canceled | (7) | — | — | — | ||||||||||||||||||||||
Outstanding at December 31, 2022 | 286 | $ | — | 7.64 | $ | 2.38 | ||||||||||||||||||||
Exercisable at December 31, 2022 | 68 | $ | — | 6.49 | $ | 0.64 | ||||||||||||||||||||
Outstanding at December 31, 2022 | 286 | $ | — | 7.64 | $ | 2.38 | ||||||||||||||||||||
| Granted | — | — | — | — | ||||||||||||||||||||||
| Exercised | (36) | $ | 15.68 | — | — | |||||||||||||||||||||
| Expired | — | — | — | — | ||||||||||||||||||||||
| Forfeited / Canceled | — | — | — | — | ||||||||||||||||||||||
Outstanding at December 31, 2023 | 250 | $ | — | 7.66 | $ | 1.02 | ||||||||||||||||||||
Exercisable at December 31, 2023 | 100 | $ | — | 7.66 | $ | 0.41 | ||||||||||||||||||||
Outstanding at December 31, 2023 | 250 | $ | — | 7.66 | $ | 1.02 | ||||||||||||||||||||
| Granted | — | — | — | — | ||||||||||||||||||||||
| Exercised | — | $ | — | — | — | |||||||||||||||||||||
| Expired | — | — | — | — | ||||||||||||||||||||||
| Forfeited / Canceled | — | — | — | — | ||||||||||||||||||||||
Outstanding at December 31, 2024 (1) | 250 | $ | — | 6.65 | $ | 0.53 | ||||||||||||||||||||
Exercisable at December 31, 2024 | 150 | $ | — | 6.65 | $ | 0.32 | ||||||||||||||||||||
| Totals may not sum or recalculate due to rounding | ||||||||||||||||||||||||||
____________________
(1) All outstanding stock options as of December 31, 2024 are expected to vest.
In August 2021, the Company granted nonqualified stock options. As of December 31, 2024, the total unrecognized compensation expense was $0.5 million and will be recognized over a weighted average period of 1.65 years. The Company issues new shares upon stock option exercises.
The following tables summarize the Company's share and incentive-based compensation for the years ended December 31, 2024, 2023 and 2022 (in thousands):
| Recurring Compensation Expense (1) | ||||||||
| Year Ended December 31, 2024 | ||||||||
| Equity-classified awards: | ||||||||
| Restricted stock awards and units | $ | 1,790 | ||||||
| Performance share units | 264 | |||||||
| Stock options | 300 | |||||||
| Total share-based compensation expense | $ | 2,354 | ||||||
| Year Ended December 31, 2023 | ||||||||
| Equity-classified awards: | ||||||||
| Restricted stock awards and units | $ | 1,415 | ||||||
| Performance share units | 229 | |||||||
| Stock options | 301 | |||||||
| Total share-based compensation expense | $ | 1,945 | ||||||
| Year Ended December 31, 2022 | ||||||||
| Equity-classified awards: | ||||||||
| Restricted stock awards and units | $ | 997 | ||||||
| Performance share units | 215 | |||||||
| Stock options | 314 | |||||||
| Total share-based compensation expense | $ | 1,526 | ||||||
____________________
(1)Recorded in general and administrative expense in the accompanying consolidated statements of operations.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 11, 2025 | Showing above |
| 2017 | Feb 22, 2018 | |
| 2015 | Mar 30, 2016 | |
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.