Ecovyst, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

Stock-Based Compensation

3 Months Ended

Mar. 31, 2021

19. Stock-Based Compensation:

The Company is authorized to issue shares for common stock awards to employees, directors and affiliates of the Company in connection with the PQ Group Holdings Inc. 2017 Omnibus Incentive Plan, as Amended and Restated (the “2017 Plan”). During the three months ended March 31, 2021, the Company granted 1,697,623 restricted stock units and 211,985 performance stock units (at target) under the 2017 Plan as part of its equity incentive compensation program. Each restricted stock unit provides the recipient with the right to receive a share of common stock subject to graded vesting terms based on service, which for the awards granted during the three months ended March 31, 2021, generally requires approximately one year of service for members of the Company’s board of directors and approximately three years of service for employees.

The performance stock units granted during the three months ended March 31, 2021 provide the recipients with the right to receive shares of common stock dependent on the achievement of a total shareholder return (“TSR”) goal, and are generally subject to the provision of service through the vesting date of the award. The performance period for the TSR goal is measured based on a three-year performance period from January 1, 2021 through December 31, 2023. The TSR goal is based on the Company’s actual TSR percentage increase over the performance period. Depending on the Company’s performance relative to the TSR goal, each performance stock unit award recipient is eligible to earn a percentage of the target number of shares granted to the recipient, ranging from zero to 200%. The performance stock units, to the extent earned, will vest on the date the Company’s compensation and governance committee certifies the achievement of the performance metric for the three-year period ending December 31, 2023, which will occur subsequent to the end of the performance period but before the Company files its annual consolidated financial statements for the year ending December 31, 2023.

The value of the restricted stock units granted during the three months ended March 31, 2021 was based on the average of the high and low trading prices of the Company’s common stock on the NYSE on the preceding trading day, in accordance with the Company’s policy for valuing such awards. Compensation expense related to the restricted stock units is recognized on a straight-line basis over the respective vesting period.

The TSR goal of the performance stock units granted during the three months ended March 31, 2021 is considered a market condition as opposed to a vesting condition. Because a market condition is not considered a vesting condition, it is reflected in the grant date fair value of the award, and the associated compensation cost based on the fair value of the award is recognized over the performance period, regardless of whether the Company actually achieves the market condition or the level of achievement, as long as service is provided by the recipient. The Company used a Monte Carlo simulation to estimate the fair value of the portion of the awards subject to the TSR goal. The following table provides the assumptions used to determine the grant date fair value of the market condition-dependent / TSR goal-based portion of the Company’s performance stock units granted during the three months ended March 31, 2021 using a Monte Carlo simulation:


Expected dividend yield	—		%
Risk-free interest rate	0.20		%
Expected volatility	41.70		%
Expected term (in years)	2.95
Grant date fair value	$	13.21

The following table summarizes the activity for the Company’s restricted stock units and performance stock units for the three months ended March 31, 2021:


	Restricted Stock Units			Performance Stock Units
	Number of Units	Weighted Average Grant Date Fair Value (per share)		Number of Units	Weighted Average Grant Date Fair Value (per share)
Nonvested as of December 31, 2020	1,841,139	$	16.14	965,736	$	17.69
Granted	1,697,623	$	15.39	211,985	$	13.21
Vested	(745,647)	$	16.06	—	$	—
Forfeited	(4,966)	$	16.11	(7,829)	$	12.24
Nonvested as of March 31, 2021	2,788,149	$	15.70	1,169,892	$	16.92

Stock-based compensation expense for the Company is as follows:


	Three months ended March 31,
		2021		2020
Continuing operations		$	6,305	$	4,294
Discontinued operations		1,875		1,626
Stock-based compensation expense		8,180		5,920

Continuing operations		(1,543)		(1,065)
Discontinued operations		(459)		(403)
Income tax benefit		(2,002)		(1,468)

Continuing operations		4,762		3,229
Discontinued operations		1,416		1,223
Stock-based compensation expense, net of income tax benefit		$	6,178	$	4,452

With the new grants of restricted stock units and performance stock units during the three months ended March 31, 2021, unrecognized compensation cost at March 31, 2021 was $40,425 for restricted stock units and $11,962 for performance stock units considered probable of vesting. The weighted-average period over which these costs are expected to be recognized at March 31, 2021 is 2.02 years for the restricted stock units and 1.66 years for the performance stock units. Activity related to the Company’s stock options and restricted stock awards was not material for the three months ended March 31, 2021. No expense had previously been recognized related to these awards, as the performance vesting condition was not achieved nor considered probable of achievement.