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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2021
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 and further amended on September 14, 2020 (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, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board 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 amendments to 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, 2021, there were 74,718 shares of the Company’s common stock available for future issuance under the ISAP.
In 2021, the Company granted restricted stock units subject to performance vesting conditions for the years ended December 31, 2021 and December 31, 2020 of 73,596 and 53,075, respectively. For the year ended December 31, 2021, the Company granted 47,500 of discretionary time-vested stock units to certain employees that were not subject to performance conditions.
A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the year ended December 31, 2021 was as follows:
Vesting conditionsNumber of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)
66,220 
Performance and service conditions - Type 2 (1) (2)
60,451 
Service conditions only - Type 1 (2)
47,500 
Total shares of stock award granted174,171 

(1)The performance conditions with respect to restricted stock units may be satisfied as follows: 
(a)For employees from the Americas, Asia Pacific, and Europe 70% of the restricted stock units may be earned on the basis of performance as measured by a “regional adjusted EBITDA”, and 30% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”; and
(b)For grants to Corporate office employees subject to 2020 performance conditions, 75% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”, and 25% of the restricted stock units may be earned on the basis of performance as measured by a “corporate costs” target. For grants to Corporate office employees subject to 2021 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.
(c)For grants to Coit Principals subject to 2021 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “Coit EBITDA”.
(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;
(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and
(c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.
The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP 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 Company’s Board. 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, 2021 and 2020, the Company granted 24,219 and 46,697 restricted stock units to its non-employee directors pursuant to the Director Plan, respectively.
As of December 31, 2021, 232,542 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, for the years ended December 31, 2021 and 2020, the Company recognized $283 and $92 in stock-based compensation. See Note 4 for additional information.
For the years ended December 31, 2021 and 2020, 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,
 20212020
Restricted shares of common stock$283 $92 
Restricted stock units2,141 645 
Total$2,424 $737 

As of December 31, 2021 and 2020, the Company's 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,
20212020
Unrecognized ExpenseWeighted Average Period in YearsUnrecognized ExpenseWeighted Average Period in Years
Restricted shares of common stock$125 0.8$408 1.4
Restricted stock units$1,602 1.1$58 1.1
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.    
No stock options were issued or outstanding in 2021. For the year ended December 31, 2020, changes in the Company’s stock options were as follows: 

 For The Year Ended December 31,
 2020
Number of OptionsWeighted Average Exercise Price per Share
Options outstanding at January 15,000 $24.90 
Expired/forfeited(5,000)$(24.90)
Options outstanding at December 31— $— 
Options exercisable at December 31— $— 
Restricted Stock Units 
Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the year ended December 31, 2021 were as follows:

Year Ended December 31, 2021
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber 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 114,676 $15.45 — $— 14,676 $15.45 
Granted126,671 $15.79 71,719 $17.50 198,390 $16.41 
Vested(8,543)$15.68 (24,219)$18.30 (32,762)$17.62 
Forfeited(11,411)$14.54 (1,000)$14.54 (12,411)$14.54 
Unvested restricted stock units at December 31121,393 $15.88 46,500 $17.15 167,893 $16.23 
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.
Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the year ended December 31, 2020 were as follows:

Year Ended December 31, 2020
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber 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 163,436 $15.12 — $— 63,436 $15.12 
Granted— $— 46,697 $9.49 46,697 $9.49 
Vested(26,376)$14.87 (46,697)$9.49 (73,073)$11.43 
Forfeited(22,384)$15.20 — $— (22,384)$15.20 
Unvested restricted stock units at December 3114,676 $15.45 — $— 14,676 $15.45 
 (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, 2021 and 2020 were as follows:
For The Year Ended December 31,
20212020
Fair value of restricted stock units vested$591 $685 
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,
20212020
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 shares of common stock units at January 152,226 $9.57 — $— 
Granted— $— 52,226 $9.57 
Vested(17,408)$9.57 — $— 
Unvested restricted shares of common stock units at December 3134,818 $9.57 52,226 $9.57 
 
The total fair value of restricted shares of common stock during the years ended December 31, 2021 and 2020 were as follows:
For The Year Ended December 31,
20212020
Fair value of restricted shares of common stock vested$310 $—