XML 26 R13.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Equity Compensation Plans
    The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, and restricted stock units as well as other types of equity-based awards. The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events following a change in control of the Company. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.
    The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates and non-employee directors of the Company. On September 14, 2020, the Company’s stockholders approved an amendment and restatement of the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 250,000 shares. As of December 31, 2020, there were 260,513 shares of the Company’s common stock available for future issuance.
During the year ended December 31, 2020, no stock-based units were granted to employees. The Company granted 50,834 restricted stock units to its employees during the year ended December 31, 2019.
    The Company also maintains the Director Deferred Share Plan (the “Director Plan”) pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Board of Directors of the Company. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the years ended December 31, 2020 and 2019, the Company granted 46,697 and 38,072 restricted stock units to its non-employee directors pursuant to the Director Plan, respectively.
As of December 31, 2020, 204,972 restricted stock units are deferred under the Company’s ISAP.
On October 1, 2020, the Company granted 52,226 restricted shares of common stock to be issued over 30 months in connection with the acquisition of Coit Staffing, Inc. Accordingly, as of December 31, 2020, the Company recognized $92 in stock-based compensation. See Note 4 for additional information.
For the years ended December 31, 2020 and 2019, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock, which are included in the accompanying Consolidated Statements of Operations, were as follows: 
 For The Year Ended December 31,
 20202019
Restricted shares of common stock$92 $— 
Restricted stock units645 961 
Total$737 $961 
Tax benefits recognized in jurisdictions where the Company has taxable income$18 $31 

As of December 31, 2020 and 2019, based on the Company's historical valuation treatment, unrecognized compensation expense and the weighted average periods over which the compensation expense is expected to be recognized relating to the unvested portion of the Company’s restricted stock unit awards, were as follows: 

As of December 31,
20202019
Unrecognized ExpenseWeighted Average Period in YearsUnrecognized ExpenseWeighted Average Period in Years
Restricted shares of common stock$408 1.4$— 0.0
Restricted stock units$58 1.1$278 0.9

Stock Options
Stock options granted by the Company generally expire between five and ten years after the date of grant and have an exercise price of at least 100% of the fair market value of the underlying share of common stock on the date of grant and generally vest ratably over a four-year period.    
Changes in the Company’s stock options for the years ended December 31, 2020 and 2019 were as follows: 

 For The Year Ended December 31,
 20202019
Number of OptionsWeighted Average Exercise Price per ShareNumber of OptionsWeighted Average Exercise Price per Share
Options outstanding at January 1,5,000 $24.90 5,000 $24.90 
Expired/forfeited(5,000)$(24.90)— $— 
Options outstanding at December 31,— $— 5,000 $24.90 
Options exercisable at December 31,— $— 5,000 $24.90 
    The weighted average remaining contractual term and the aggregated intrinsic value for stock options outstanding and exercisable as of December 31, 2019 was as follows:
As of December 31,
2019
Remaining Contractual Term in YearsAggregated Intrinsic Value
Stock options outstanding0.8$— 
Stock options exercisable0.8$— 

Restricted Stock Units 
    Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, 2020 and 2019 were as follows:
For The Year Ended December 31,
20202019
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1,63,436 $15.12 57,773 $15.68 
Granted46,697 $9.49 88,906 $14.92 
Shares earned above target (a)— $— 723 $17.00 
Vested(73,073)$11.43 (68,876)$14.87 
Forfeited(22,384)$15.20 (15,090)$15.38 
Unvested restricted stock units at December 31,14,676 $15.45 63,436 $15.12 
 
(a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

    The total fair value of restricted stock units vested during the years ended December 31, 2020 and 2019 were as follows:
For The Year Ended December 31,
20202019
Fair value of restricted stock units vested$685 $1,016 
Restricted Shares of Common Stock 
    Changes in the Company’s restricted shares of common stock arising from the grants issued in connection with the acquisition of Coit Staffing, Inc. (see Note 4) were as follows:
For The Year Ended December 31,
2020
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1,— $— 
Granted52,226 9.57
Vested— $— 
Unvested restricted stock units at December 31,52,226 9.57