Note 7. Stock-Based Compensation

The Company’s stock incentive plan, the 2017 Omnibus Incentive Plan, provides for grants of stock options, restricted stock and performance awards. The Company’s directors, officers and other employees and persons who engage in services for the Company are eligible for grants under the plan. The stock incentive plan has authorized 18,424,128 shares of the Company’s common stock to be available for issuance, subject to adjustment in the event of a reorganization, stock split, merger or similar change in the Company’s corporate structure or the outstanding shares of common stock.

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Restricted stock awards generally vest ratably over a four year period based on the date of grant. For restricted stock awards that contain only service conditions for vesting, the Company calculates the award fair value based on the closing stock price on the accounting grant date.

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The Company recorded $2.7 million and $2.9 million of total non-cash compensation expense for the three months ended June 30, 2025 and 2024, respectively, and recorded $5.1 million and $5.9 million for the six months ended June 30, 2025 and 2024, respectively.

The following table presents the changes in restricted stock activity during the six months ended June 30, 2025 and 2024:

Existing Performance Shares

The 2023 performance shares are based on the Company’s achievement level relative to: 50% based upon the Company’s Total Shareholder Return (“TSR”) relative to the TSRs of the Company’s peer group and 50% based on the Company’s three-year cumulative EBITDA metric.

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The performance shares based on three-year cumulative EBITDA have a performance condition. The probability of achieving the performance condition is assessed at each reporting period. If it is deemed probable that the performance condition will be met, compensation cost will be recognized based on the closing price per share of the Company's common stock on the date of the grant multiplied by the number of awards expected to be earned. If it is deemed that it is not probable that the performance condition will be met, the Company will discontinue the recognition of compensation cost and any compensation cost previously recorded will be reversed.  As of June 30, 2025, the Company determined that it was not probable that the performance condition based on three-year cumulative EBITDA would be met for the performance shares issued in 2023.  This conclusion is consistent with the assessment performed at December 31, 2024 and as such, no compensation expense has been recognized for this award.

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New Performance Shares

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On March 28, 2025, the Company granted 472,938 performance shares related to the Company’s three-year cumulative EBITDA metric for the years ended December 31, 2024, December 31, 2025 and December 31, 2026, respectively. Upon achievement of the minimum threshold performance metric, the grantee may earn 50% to 200% of their respective target shares based on the performance goal.  As of June 30, 2025, the Company determined that it was probable that the performance condition based on three-year cumulative EBITDA would be met for the performance shares issued for 2024.

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On March 28, 2025, the Company granted 381,718 performance shares related to the Company’s three-year cumulative EBITDA metric for the years ended December 31, 2025, December 31, 2026 and December 31, 2027, respectively. Upon achievement of the minimum threshold performance metric, the grantee may earn 50% to 200% of their respective target shares based on the performance goal.  As of June 30, 2025, the Company determined that it was probable that the performance condition based on three-year cumulative EBITDA would be met for the performance shares issued for 2025.