v3.25.2
Equity Compensation and Deferred Compensation Plan
6 Months Ended
Jun. 30, 2025
Compensation Related Costs [Abstract]  
Equity Compensation and Deferred Compensation Plan Equity Compensation and Deferred Compensation Plan
Equity-based compensation includes unit-based payment awards that are issued to employees and non-employees in exchange for services provided to the Company. Equity-classified unit-based payment awards are recognized at fair value on the grant date and amortized over the requisite service period. For awards with service-based vesting conditions only, the Company recognizes compensation cost using straight-line attribution. The Company uses accelerated attribution for awards that contain market or performance-based vesting conditions. The Company recognizes forfeitures as they occur. Equity-based compensation is presented within general and administrative expense on our consolidated statements of operations.
On October 27, 2023, the Company adopted a new long-term incentive plan (the “Long-Term Incentive Plan”) for employees, consultants and directors in connection with the Offering. The Company issues phantom units (“Time-Based Phantom Units”) to certain employees of Mach Resources LLC (“Mach Resources”) and directors of the Company as compensation for services rendered to the Company. The Time-Based Phantom Unit awards for all employees of Mach Resources vest ratably on the first three anniversaries of the date of the grant, subject to the employee’s continued employment. Within 60 days of the vesting of a Time-Based Phantom Unit, the employee will receive a common unit of the Company. Each Time-Based Phantom Unit was granted with a corresponding distribution equivalent right (“DER”), which entitles the employee to receive a payment equal to the total distributions paid by the Company in respect of a common unit of the Company during the time the applicable phantom unit is outstanding. Payment of a DER occurs when its corresponding phantom unit vests, and in the event such phantom unit is forfeited, the corresponding DER is also forfeited.
Time-Based
Phantom Units
Weighted
Average
Grant Date
Fair Value
Performance Phantom UnitsWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2023709,545$18.80 — $— 
Granted6,412 $17.59 — $— 
Vested— $— — $— 
Forfeited(6,951)$18.80 — $— 
Unvested at March 31,2024709,006$18.79 — $— 
Granted9,260 $19.30 46,348 $26.80 
Vested(68,755)$18.80 — $— 
Forfeited(2,074)$18.80 — $— 
Unvested at June 30, 2024647,437$18.80 46,348$26.80 
Time-Based
Phantom Units
Weighted
Average
Grant Date
Fair Value
Performance Phantom UnitsWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 20241,023,320$17.36 38,622$24.88 
Granted13,609 $17.18 72,759 1$19.61 
Vested(1,998)$17.59 — $— 
Forfeited(4,467)$17.99 — $— 
Unvested at March 31,20251,030,464$17.35 111,381$21.44 
Granted17,721 $15.77 — $— 
Vested(2,775)$19.30 — $— 
Forfeited(15,530)$17.29 — $— 
Unvested at June 30, 20251,029,880$17.32 111,381$21.44 
Total non-cash compensation cost related to the Time-Based Phantom Units was $3.7 million and $3.3 million for the six months ended June 30, 2025 and 2024, respectively. Total non-cash compensation cost related to the Time-Based Phantom Units was $1.8 million and $2.2 million for the three months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there was $12.8 million of unrecognized compensation cost related to Time-Based Phantom Units that is expected to be recognized over a weighted average period of approximately 1.9 years.
The aggregate fair value of share based awards that vested during the three and six months ended June 30, 2025 was approximately $43.8 thousand and $75.6 thousand, respectively, based on the unit price at the time of vesting.
The Company has awarded performance based phantom units (“Performance Phantom Units”) to certain of its executive officers under the Long-Term Incentive Plan. The number of common units issued pursuant to each Performance Phantom Unit award agreement will be from 0% to 200% of the target number of Performance Phantom Units thereunder based on a combination of the Company’s (i) total shareholder return (“TSR”), (ii) relative TSR compared to the TSR of the companies in the Company’s designated peer group and (iii) total recordable incident rate, in each case, for the applicable performance period. The Performance Phantom Unit awards are broken into two categories: long-term performance units, which have a three-year performance period, and short-term performance units, which are broken into three separate one-year tranches with performance periods in each one-year period. Performance Phantom Units vest based on the achievement of the applicable performance metrics at the end of the applicable performance period, subject generally to the applicable executive officer’s continued employment through such performance period. Within 60 days of the vesting of a Performance Phantom Unit, the executive officer will receive a common unit of the Company. Each Performance Phantom Unit was granted with a corresponding DER. Payment of any such DER occurs when its corresponding Performance Phantom Unit vests, and in the event such Performance Phantom Unit is forfeited, the corresponding DER is also forfeited. The grant date fair values of the Performance Phantom Units with market conditions were determined using the Monte Carlo simulation method and are being recorded ratably from the grant date to the end of the applicable performance period.
The table below summarizes the assumptions used in the Monte Carlo simulation to determine the grant date fair value of units granted during the year ended December 31, 2024, and the six months ended June 30, 2025.
Grant dateMay 3, 2024January 1, 2025
Period for volatility, correlations, and risk-free rate2.66 years3.00 years
Risk-free interest rate4.61%4.23%
Implied equity volatility57.25%50.57%
Unit price on date of grant$20.44$17.18
Total non-cash compensation cost related to the Performance Phantom Units was $0.5 million and $0.1 million for the six months ended June 30, 2025 and 2024, respectively. Total non-cash compensation cost related to the Performance Phantom Units was $0.3 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there was $1.6 million of unrecognized compensation cost related to Performance Phantom Units that is expected to be recognized over a weighted average period of approximately 1.9 years.