Quarterly report pursuant to Section 13 or 15(d)

SHARE-BASED COMPENSATION

v3.22.2.2
SHARE-BASED COMPENSATION
9 Months Ended
Sep. 30, 2022
SHARE-BASED COMPENSATION.  
SHARE-BASED COMPENSATION

9. SHARE-BASED COMPENSATION

Performance-Based Shares. The Company issued a total of 36,849 performance-based shares to three of the Company’s executives during the first quarter of 2022, of which 5,734 performance-based shares were canceled in April 2022. In the second and third quarters of 2022, an additional 70,834 and 28,986 performance-based shares, respectively, were issued to other Company executives. 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, 2022, December 31, 2023, and December 31, 2024. For the 2022 period, one-sixth of such performance-based shares will vest on the anniversary date of the award if the Company’s annual Adjusted EBITDA for 2022 reflects at least 10% per annum growth since 2019, and one-sixth of such performance-based shares will vest on the anniversary date if the Company’s annual Free Cash Flow Per Share for 2022 reflects at least 12% per annum growth since 2019. Vesting of the performance-based shares is similar for the 2023 and 2024 periods.

On March 14, 2022, as the Company exceeded certain growth metrics in 2021, 23,325 previously-issued performance shares vested, resulting in the issuance of a similar number of shares of stock. Similarly, on May 15, 2022, an additional 6,917 performance shares vested.

Restricted Stock Awards. On May 19, 2022, the Company issued to non-executive members of its Board of Directors, as compensation for their annual service, a total of 51,849 restricted shares under the 2015 Plan, with a one-year vesting period.

As of September 30, 2022, the Company had 1,173,096 share-based awards authorized by shareholders and available for grant from the Company’s 2015 Equity Incentive Plan.

The following table summarizes information related to the Company’s common stock options as of September 30, 2022:

    

    

Weighted

Number

Average

of Stock

Exercise

Options

Price

Options outstanding at January 1, 2022

 

3,221,956

$

2.19

Granted

 

434,598

 

7.71

Exercised

 

(94,749)

 

1.76

Canceled/Forfeited

 

(50,000)

 

8.72

Expired

 

 

Options outstanding at September 30, 2022

 

3,511,805

$

2.80

Options exercisable at September 30, 2022

 

2,825,128

$

1.87

Components of compensation expense are as follows:

(In thousands)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

Compensation Expense

2022

2021

2022

2021

Stock options

$

325

$

209

$

846

$

445

Restricted and performance-based shares

 

207

 

115

 

516

 

202

$

532

$

324

$

1,362

$

647

As of September 30, 2022, there was approximately $2.3 million of unrecognized compensation cost related to unvested stock options previously granted that is expected to be recognized over a weighted-average period of approximately 2.1 years. As of such date, there was also $1.3 million of unrecognized compensation cost related to unvested restricted and performance shares, which is expected to be recognized over a weighted-average period of 1.5 years.