Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

v3.24.2.u1
Share-Based Compensation
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The Company grants share-based compensation to employees under the Texas Pacific Land Corporation 2021 Incentive Plan (the “2021 Plan”) and to its non-employee directors under the 2021 Non-Employee Director Stock and Deferred Compensation Plan (the “2021 Directors Plan” and, with the 2021 Plan, collectively referred to herein as the “Plans”). In conjunction with the three-for-one stock split effected on March 26, 2024, the Plans were adjusted to increase the authorized number of shares that may be issued under the Plans. As of June 30, 2024, share-based compensation granted under the Plans has included these award types: stock awards, RSAs, RSUs and PSUs. Currently, all awards granted under the plans are entitled to receive dividends (which are accrued and distributed to award recipients upon vesting) or have dividend equivalent rights. Dividends and dividend equivalent rights are subject to the same vesting conditions as the awards to which they relate and are forfeitable if the related awards are forfeited. RSUs granted under the 2021 Plan vest in one-third increments and PSUs granted under the 2021 Plan cliff vest at the end of three years if the performance metrics are achieved (as discussed further below). RSAs granted prior to October 31, 2023 under the 2021 Directors Plan vested on the first anniversary of the award. Effective October 31, 2023, the 2021 Directors Plan was amended such that stock awards granted vest in full on the date of grant.
Incentive Plan for Employees

The maximum aggregate number of shares of the Company’s Common Stock that may be issued under the 2021 Plan is 225,000 shares, which may consist, in whole or in part, of authorized and unissued shares, treasury shares, or shares reacquired by the Company in any manner. As of June 30, 2024, 136,238 shares of Common Stock remained available under the 2021 Plan for future grants.
The following table summarizes activity related to RSAs and RSUs under the 2021 Plan for the six months ended June 30, 2024 and 2023:
Six Months Ended June 30,
2024 2023
Restricted Stock Awards Restricted Stock Units Restricted Stock Awards Restricted Stock Units
Number of RSAs Weighted-Average Grant-Date Fair Value per Share Number of RSUs Weighted-Average Grant-Date Fair Value per Share Number of RSAs Weighted-Average Grant-Date Fair Value per Share Number of RSUs Weighted-Average Grant-Date Fair Value per Share
Nonvested at beginning of period (1)
—  $ —  18,675  $ 527  4,011  $ 417  16,836  $ 441 
Granted (2)
—  —  12,655  481  —  —  8,544  641 
Vested (3)
—  —  (6,213) 484  —  —  (3,810) 368 
Cancelled and forfeited —  —  (306) 528  —  —  —  — 
Nonvested at end of period —  $ —  24,811  $ 514  4,011  $ 417  21,570  $ 533 
(1)There were 4,011 RSAs unvested as of June 30, 2023. As of December 31, 2023, the 4,011 RSAs had either vested or had been forfeited. No additional RSAs have been granted under the 2021 plan.
(2)RSUs vest in one-third increments over a three-year period.
(3)Of the 6,213 RSUs that vested during the six months ended June 30, 2024, 2,469 RSUs were surrendered by employees to the Company upon vesting to settle tax withholdings.

The following table summarizes activity related to PSUs for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,
2024 2023
Number of Target PSUs Weighted-Average Grant-Date Fair Value per Share Number of Target PSUs Weighted-Average Grant-Date Fair Value per Share
Nonvested at beginning of period (1)
12,738  $ 595  7,182  $ 452 
Granted (2)
8,340  538  5,556  781 
Vested —  —  —  — 
Cancelled and forfeited —  —  —  — 
Nonvested at end of period 21,078  $ 573  12,738  $ 595 
(1)Nonvested PSUs as of January 1, 2024 include 6,369 RTSR (as defined below) PSUs and 6,369 FCF (as defined below) PSUs. If the maximum amount of the performance metrics described in the PSU agreements are achieved, the actual number of shares that will ultimately be awarded under the PSU agreements will exceed target PSUs by 100% (i.e., a collective 12,738 additional shares would be issued).
(2)The PSUs were granted on February 13, 2024 and include 4,170 RTSR PSUs (based on target) with a grant date fair value of $602 per share and 4,170 FCF PSUs (based on target) with a grant date fair value of $475 per share. If the maximum amount of the performance metrics described in the PSU agreements are achieved, the actual number of shares that will ultimately be awarded under the PSU agreements will exceed target PSUs by 100% (i.e., a collective 8,340 additional shares would be issued).

Each PSU has a value equal to one share of Common Stock. The PSUs will vest three years after grant if certain performance metrics are met, as follows: 50% of the PSUs may be earned based on the Company’s relative total stockholder return (“RTSR”) over the applicable three-year measurement period compared to the SPDR® S&P® Oil & Gas Exploration & Production ETF (“XOP Index”), and 50% of the PSUs may be earned based on the cumulative free cash flow per share (“FCF”) over the three-year vesting period. Because the RTSR PSU is a market-based award, its grant date fair value was determined using a Monte Carlo simulation model that uses the same input assumptions as the Black-Scholes model to determine the expected potential ranking of the Company against the XOP Index (i.e., the probability of satisfying the market condition defined in the award). Expected volatility in the model was estimated based on the volatility of historical stock prices over a
period matching the expected term of the award. The risk-free interest rate was based on U.S. Treasury yield constant maturities for a term matching the expected term of the award.

Equity Plan for Non-Employee Directors

The maximum aggregate number of shares of Common Stock that may be issued under the 2021 Directors Plan is 30,000 shares, which may consist, in whole or in part, of authorized and unissued shares, treasury shares, or shares reacquired by the Company in any manner. As of June 30, 2024, 24,219 shares of Common Stock remained available under the 2021 Directors Plan for future grants.

The following table summarizes activity related to the RSAs under the 2021 Directors Plan for the six months ended June 30, 2024 and 2023:
Six Months Ended June 30,
2024 2023
Number of RSAs Weighted-Average Grant-Date Fair Value per Share Number of RSAs Weighted-Average Grant-Date Fair Value per Share
Nonvested at beginning of period 1,134  $ 781  2,097  $ 427 
Granted (1)
—  —  1,458  781 
Vested (1,134) 781  (2,097) 427 
Cancelled and forfeited —  —  —  — 
Nonvested at end of period
—  $ —  1,458  $ 781 
(1)RSAs granted prior to October 31, 2023 vest on the first anniversary of the grant date.

In January 2024, the Company granted a total of 2,160 shares of Common Stock with a grant date fair value of $524 per share, which was the closing price of its Common Stock on the date of grant, to the members of the Company’s board of directors (the “Board”). The stock awards were vested in full on the date of grant.

Share-Based Compensation Expense

The following table summarizes our share-based compensation expense by line item in the condensed consolidated statements of income (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Salaries and related employee expenses (employee awards) $ 2,700  $ 2,559  $ 4,920  $ 4,715 
General and administrative expenses (director awards) —  291  1,134  608 
Total share-based compensation expense (1)
$ 2,700  $ 2,850  $ 6,054  $ 5,323 
(1)The Company recognized a tax benefit of $0.6 million related to share-based compensation for each of the three months ended June 30, 2024 and 2023. The Company recognized a tax benefit of $1.3 million and $1.1 million related to share-based compensation for the six months ended June 30, 2024 and 2023, respectively.
As of June 30, 2024, there was $14.1 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under existing share-based plans expected to be recognized over a weighted average period of 1.4 years.