Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION

v3.22.0.1
STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2021
STOCK-BASED COMPENSATION.  
STOCK-BASED COMPENSATION

11. STOCK-BASED COMPENSATION

2015 Equity Incentive Plan. The 2015 Equity Incentive Plan (“2015 Plan”), as approved by stockholders and further amended in May 2017, allows for the issuance of up to 2,500,000 shares of common stock. The 2015 Plan allows for stock-based awards to be granted to directors, employees and consultants and allows for a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and performance-based compensation. Stock option awards have maximum 10-year terms and no awards issued under the 2015 Plan vest on an accelerated basis if there is a change in control of the Company, unless the awards are not assumed by the successor, as defined.

On May 19, 2021, stockholders approved an amendment to the 2015 Plan to increase the number of shares available for issuance by 2,000,000 shares, thereby allowing for the issuance of up to 4,500,000 shares of common stock under such plan.

Restricted Stock Awards and Performance-Based Shares. Also on May 19, 2021, the Company issued to non-executive members of its Board of Directors, as compensation for their annual service, a total of 31,512 restricted shares under the 2015 Plan with a one-year vesting period. Additionally, the Company issued 69,975 performance-based shares in January 2021 to the Company’s CEO and a total of 20,750 performance-based shares to three of the Company’s other executives in May 2021. The vesting for these performance-based shares is based on the compounded annual growth rate of the Company’s Adjusted EBITDA and Free Cash Flow Per Share, as defined, for the three-year periods ending December 31, 2021, December 31, 2022, and December 31, 2023. For the 2021 period, one-third of such performance-based shares either vested or will vest on the anniversary date of the awards, as both of the Company’s growth-rate targets for such period were achieved. Vesting of the remaining performance-based shares requires satisfaction of similar conditions for the 2022 and 2023 periods.

As of December 31, 2021, the Company had 1,740,478 stock-based awards authorized by stockholders and available for grant from the 2015 Plan.

Stock Options. The following table summarizes information related to the Company’s common stock options:

    

Weighted

    

Average

    

    

Weighted

Remaining

Number

Average

Contractual

Aggregate

of Stock

Exercise

Term

Intrinsic

Options

Price

(in years)

Value

Options outstanding at January 1, 2021

 

3,183,708

$

1.71

 

  

 

  

Granted

 

315,620

 

7.25

 

  

 

  

Exercised

 

(201,039)

 

1.97

 

  

 

  

Canceled/Forfeited

 

(76,333)

 

3.33

 

  

 

  

Expired

 

 

 

  

 

  

Options outstanding at December 31, 2021

 

3,221,956

$

2.19

 

5.12

$

31,947,381

Options exercisable at December 31, 2021

 

2,601,337

$

1.67

 

4.27

$

27,170,404

Compensation Cost. Compensation expense is as follows for the three years ended December 31, 2021:

(In thousands)

Year Ended December 31, 

Compensation Expense

2021

2020

2019

Stock options

$

649

$

405

$

348

Restricted stocks and Performance-based shares

 

317

 

 

$

966

$

405

$

348

These costs are recognized on a straight-line basis over the vesting period of the awards net of forfeitures and are included in selling, general and administrative expense on the consolidated statements of operations.

As of December 31, 2021, there was approximately $1.5 million of unrecognized compensation cost related to unvested stock options granted by the Company, which is expected to be recognized over a weighted-average period of 2.1 years. As of such date, there was also $0.5 million of unrecognized compensation cost related to unvested restricted and performance shares, which is expected to be recognized over a weighted-average period of 1.3 years.

The Company estimates the fair value of each stock option award on the grant date using the Black-Scholes valuation model. Option valuation models require the input of highly subjective assumptions, and changes in assumptions used can materially affect the fair value estimate. Option valuation weighted-average assumptions were as follows:

Year Ended December 31, 

    

2021

2020

2019

Expected volatility

 

65.99

%  

60.78

%

46.17

%

Expected dividend yield

 

%  

%

%

Expected term (in years)

 

6.00

 

5.94

5.94

Weighted average risk-free rate

 

0.97

%  

0.41

%

1.87

%

Expected volatility is based on the historical volatility of our stock price. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award.

Therefore, the weighted-average grant date fair value of options granted is as follows for the three years ended December 31, 2021:

Year Ended December 31, 

2021

2020

2019

Weighted average grant date fair value

$

5.68

$

0.95

$

0.94