Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Options

There were no new stock option grants during the three months ended March 31, 2023. As of March 31, 2023, there was no aggregate intrinsic value for our outstanding or exercisable stock options because the closing stock price as of March 31, 2023 was below the cost to exercise these options. No stock options were exercised during the three months ended March 31, 2023. The weighted average remaining contractual term for the outstanding and exercisable stock options as of March 31, 2023 was approximately 2.2 years.

A summary of the stock option activity for the three months ended March 31, 2023 is presented below (in thousands, except for weighted average price):


	Number of Shares	Weighted Average Exercise Price
Outstanding at January 1, 2023	488	$	14.00
Granted	—	$	—
Exercised	—	$	—
Forfeited	—	$	—
Expired	(126)	$	14.00
Outstanding at March 31, 2023	362	$	14.00
Exercisable at March 31, 2023	362	$	14.00

Restricted Stock Units

During the three months ended March 31, 2023, we granted 914,507 restricted stock units ("RSUs") to employees, officers and directors pursuant to the ProPetro Holding Corp. 2020 Long Term Incentive Plan (the "2020 Incentive Plan"), which generally vest ratably over a three-year vesting period, in the case of awards to employees and officers, and generally vest in full after one year, in the case of awards to directors. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Each RSU represents the right to receive one share of common stock. The grant date fair value of the RSUs is based on the closing share price of our common stock on the date of grant. As of March 31, 2023, the total unrecognized compensation expense for all RSUs was approximately $15.8 million, and is expected to be recognized over a weighted average period of approximately 2.3 years.

The following table summarizes RSUs activity during the three months ended March 31, 2023 (in thousands, except for fair value):


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2023	1,268	$	10.91
Granted	915	$	9.75
Vested	(434)	$	10.41
Forfeited	(5)	$	10.90
Canceled	—	$	—
Outstanding at March 31, 2023	1,743	$	10.43

Performance Share Units

During the three months ended March 31, 2023, we granted 454,788 performance share units ("PSUs") to certain key employees and officers as new awards under the 2020 Incentive Plan. Each PSU earned represents the right to receive either one share of common stock or, as determined by the administrator in its sole discretion, a cash amount equal to fair market value of one share of common stock or amount of cash on the day immediately preceding the settlement date. The actual number of shares of common stock that may be issued under the PSUs ranges from 0% up to a maximum of 200% of the target number of PSUs granted to the participant, based on our total shareholder return ("TSR") relative to a designated peer group, generally at the end of a three year period. In addition to the TSR conditions, vesting of the PSUs is generally subject to the recipient’s continued employment through the end of the applicable performance period. Compensation expense is recorded ratably over the corresponding requisite service period. The grant date fair value of PSUs is determined using a Monte Carlo probability model. Grant recipients do not have any shareholder rights until performance relative to the peer group has been determined following the completion of the performance period and shares have been issued.

The following table summarizes information about PSUs activity during the three months ended March 31, 2023 (in thousands, except for weighted average fair value):


Period Granted	Target Shares Outstanding at January 1, 2023		Target Shares Granted		Target Shares Vested		Target Shares Forfeited		Target Shares Outstanding at March 31, 2023
2020	809		—		(493)		(315)		—
2021	632		—		—		—		632
2022	316		—		—		—		316
2023	—		455		—		—		455
Total	1,757		455		(493)		(315)		1,403
Weighted Average FV Per Share	$	12.72	$	14.40	$	8.30	$	8.30	$	15.81

The total stock-based compensation expense for the three months ended March 31, 2023 and 2022 for all stock awards was $3.5 million and $11.4 million, respectively. The total unrecognized stock-based compensation expense as of March 31, 2023 was approximately $27.6 million, and is expected to be recognized over a weighted average period of approximately 2.0 years.