Note 15 - Share-based Compensation

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

15. SHARE-BASED COMPENSATION

Overview of Share-Based Compensation Plan

The Company has granted equity awards pursuant to previously Board approved equity incentive plans. Most recently, the Company has granted equity awards pursuant to the Broadwind Energy, Inc. 2015 Equity Incentive Plan, which was approved by the Board in February 2015 and by the Company’s stockholders in April 2015. On February 19, 2019, the Board approved an Amended and Restated 2015 Equity Incentive Plan (as amended, the “2015 EIP,”), which, among other things, increased the number of shares of our common stock authorized for issuance under the 2015 EIP from 1,100,000 to 2,200,000. The amendment and restatement of the 2015 EIP was approved by the Company’s stockholders at the 2019 Annual Meeting of Stockholders. On February 7, 2021, the Board approved the Second Amendment to the Amended and Restated 2015 Equity Incentive Plan which, among other things, increased the number of shares of our common stock authorized for issuance under the 2015 EIP from 2,200,000 to 3,200,000. The Second Amendment to the amendment and restatement of the 2015 EIP was approved by the Company’s stockholders at the 2021 Annual Meeting of Stockholders. On March 2, 2023, the Board approved the Third Amendment to the Amended and Restated 2015 Equity Incentive Plan which, among other things, increased the number of shares of our common stock authorized for issuance under the 2015 EIP from 3,200,000 to 4,700,000. The Third Amendment to the amendment and restatement of the 2015 EIP was approved by the Company’s stockholders at the 2023 Annual Meeting of Stockholders.

The purposes of the Company’s equity incentive plans are (a) to align the interests of the Company’s stockholders and recipients of awards by increasing the proprietary interest of such recipients in the Company’s growth and success; (b) to advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors and independent contractors; and (c) to motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the 2015 EIP, the Company may grant (i) non-qualified stock options; (ii) “incentive stock options” (within the meaning of Section 422 of the IRC); (iii) stock appreciation rights; (iv) restricted stock and restrictive stock units; and (v) performance awards.

Stock Options. The exercise price of stock options granted under the 2015 EIP is equal to the closing price of the Company’s common stock on the date of grant. Stock options generally become exercisable on the anniversary of the grant date, with vesting terms that may range from one to five years from the date of grant, subject to continued employment/service. Additionally, stock options expire ten years after the date of grant. The fair value of stock options granted is expensed ratably over their vesting term.

Restricted Stock Units (RSUs). The granting of RSUs is provided for under the 2015 EIP. RSUs generally contain a vesting period of one to five years from the date of grant, subject to continued employment/service. The fair value of each RSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the vesting term of the RSU award.

Performance Awards (PSUs). The granting of PSUs is provided for under the 2015 EIP. Vesting of PSUs is conditioned upon the Company meeting applicable performance measures over the performance period, subject to continued employment/service. The fair value of each PSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the term of the PSU award plan.

The 2015 EIP reserves 4,700,000 shares of the Company’s common stock. As of December 31, 2024, under the 2015 EIP, 2,381,572 shares of common stock had been issued, pursuant to stock options, RSUs and PSUs and 823,808 shares of common stock were reserved for issuance under outstanding RSU and PSU awards. 

There was no stock option activity during the years ended  December 31, 2024 and 2023 and no stock options were outstanding as of December 31, 2024 and 2023. 

The following table summarizes information with respect to outstanding RSUs and PSUs accounted for as equity awards as of December 31, 2024 and 2023:

				Weighted Average
				Grant-Date Fair Value
	Number of Shares			Per Share
Unvested as of December 31, 2023		687,206		$	3.03
Granted		456,370		$	2.72
Vested		(240,397	)	$	3.41
Forfeited		(79,371	)	$	2.88
Unvested as of December 31, 2024		823,808		$	2.96

RSUs and PSUs are generally subject to ratable vesting over a three-year period. Compensation expense related to these service and performance based awards is generally recognized on a straight-line basis over the vesting period. During the years ended December 31, 2024 and 2023,  the Company utilized a forfeiture rate of 25%, based on historical activity, for estimating the forfeitures of stock compensation granted. 

The following table summarizes share-based compensation expense, net of taxes withheld, included in the Company’s consolidated statements of operations for the years ended December 31, 2024 and 2023 as follows:

	For the Years Ended
	December 31,
	2024		2023
Share-based compensation expense:
Cost of sales	$	68	$	118
Selling, general and administrative		1,092		759
Net effect of share-based compensation expense on net income	$	1,160	$	877
Reduction in earnings per share:
Basic earnings per share	$	0.05	$	0.04
Diluted earnings per share	$	0.05	$	0.04

(1) Income tax benefit is not illustrated because the Company is currently in a full tax valuation allowance position and an actual income tax benefit was not realized for the years ended December 31, 2024 and 2023. The result of the income (loss) situation creates a timing difference, resulting in a deferred tax asset, which is fully reserved for in the Company’s valuation allowance.

As of December 31, 2024, the Company estimates that pre-tax compensation expense for all unvested share-based RSUs and PSUs in the amount of approximately $1,213 will be recognized through the year 2026. The Company expects to satisfy the future distribution of shares of restricted stock by issuing new shares of common stock.