STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

9. STOCK-BASED COMPENSATION

Immersion

Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants.

On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan which increased the total number of shares reserved and available for grant and issuance equal to 8,146,607 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan.

Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of grant for such stock options. Stock options generally vest over four years and expire seven years from the applicable grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year. RSUs generally vest over three years. Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued.

A summary of our equity incentive program as of June 30, 2024 is as follows (in thousands):

Common stock shares available for grant	3,541
RSUs outstanding	1,130
RSAs outstanding	86
PSUs outstanding	400

As of June 30, 2024, we did not have any outstanding stock options.

Restricted Stock Units

The following summarizes RSU activities for the six months ended June 30, 2024:

	Number of Restricted Stock Units (in thousands)			Weighted Average Grant Date Fair Value Per Share	Weighted Average Remaining Recognition Period (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	1,128		$	6.57	1.05	$	7,964
Granted	274			6.85
Released	(272	)		6.14
Forfeited	—			—
Outstanding at June 30, 2024	1,130		$	6.52	0.95	$	10,635

The aggregate intrinsic value is calculated as the market value as of the end of the reporting period.

Restricted Stock Awards

The following summarizes RSA activities for the six months ended June 30, 2024:

	Number of Restricted Stock Awards (in thousands)			Weighted Average Grant Date Fair Value Per Share	Weighted Average Remaining Recognition Period (Years)
Outstanding at December 31, 2023	75		$	8.31	0.24
Granted	86			7.25
Released	(75	)		8.31
Forfeited	—			—
Outstanding at June 30, 2024	86		$	7.25	—

Market Condition-Based Performance Stock Units

The following summarizes PSU activities for the six months ended June 30, 2024:

	Number of Market Condition-Based Performance Stock Units (in thousands)		Weighted Average Grant Date Fair Value Per Share	Weighted Average Remaining Recognition Period (Years)
Outstanding at December 31, 2023	400	$	3.63	0.00
Granted	—		—
Released	—		—
Forfeited	—		—
Outstanding at June 30, 2024	400	$	3.63	0.38

Stock-based Compensation Expense

Valuation and amortization methods

Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation related to all of our stock-based awards for the three and six months ended June 30, 2024, and 2023 is as follows (in thousands):

		Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024			2023
Stock options	$	—	$	16	$	(2	)	$	(40	)
RSUs, RSAs and PSUs		1,192		744		2,270			1,747
Total	$	1,192	$	760	$	2,268		$	1,707

As of June 30, 2024, there was $4.3 million of unrecognized compensation cost adjusted for estimated forfeitures related to unvested, RSUs, RSAs and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.5 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

Barnes & Noble Education

Barnes & Noble Education grants options, restricted stock awards and restricted stock units under the Barnes and Noble Education Equity Incentive Plan. On June 10, 2024, as part of the business combination, we assumed the following equity awards:

		Shares Assumed
Stock options		25,191
Restricted stock award		4,853
Restricted stock unit		1,518
Total equity awards assumed		31,562

The total fair value of equity award assumed was $33,000. Total stock-based expense for the period from June 10, 2024, to June 30, 2024, was not material.

On June 19, 2024, Barnes & Noble Education granted 37,205 restricted stock units to various directors of Barnes & Noble Education. The restricted stock units vest on the earlier of one year from the date of grant or the next annual meeting of stockholders of Barnes & Noble Education.