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STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Incentive Compensation Plan
    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 of Directors (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 also may 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. The Company has included an amendment to the ISAP in its proxy statement for its 2022 Annual Meeting of Stockholders to increase the number of shares of the Company's common stock that are reserved for issuance by 250,000 shares. As of March 31, 2022, there were 24,690 shares of the Company’s common stock available for future issuance under the ISAP.
All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.
In the first quarter of 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. In addition, in the first quarter of 2021, the Company granted 25,500 of discretionary time-vested stock units to certain employees that were not subject to performance conditions. For three months ended March 31, 2022, the Company granted 20,667 restricted stock units subject to performance vesting conditions. The Compensation Committee approved the grant of additional restricted stock units to executives of the Company, subject to approval of the amendment to the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), to increase the number of shares of the Company’s common stock issuable under the Plan by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders.
A summary of the quantity and vesting conditions for stock-based units granted to the Company's employees for the three months ended March 31, 2022 was as follows:
Vesting conditionsNumber of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)
15,667 
Performance and service conditions - Type 2 (1) (2)
5,000 
Total shares of stock award granted20,667 

(1)For grants to Corporate office employees subject to 2022 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted 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 Companys 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 three months ended March 31, 2022, the Company granted 1,352 restricted stock units to its non-employee directors pursuant to the Director Plan.
    As of March 31, 2022, 212,287 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 three months ended March 31, 2022 and 2021, the Company recognized $42 and $90 in stock-based compensation. See Note 5 for additional information.
    For the three months ended March 31, 2022 and 2021, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:
Three Months Ended March 31,
20222021
Restricted shares of common stock (see Note 5)$42 $90 
Restricted stock units 504 212 
Total$546 $302 
 
Restricted Stock Units
    As of March 31, 2022, the Company had $1,739 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 1.45 years. Restricted stock units have no voting or dividend rights until the awards are vested.
    Changes in the Company’s restricted stock units for the three months ended March 31, 2022 and 2021 were as follows:

Three Months Ended March 31, 2022
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 1,121,393 $15.88 46,500 $17.15 167,893 $16.23 
Granted20,667 $30.00 1,352 $33.90 22,019 $30.24 
Shares earned above target (a)36,884 $16.70 — $— 36,884 $16.70 
Vested(74,900)$16.03 (9,437)$17.31 (84,337)$16.17 
Forfeited— $— (1,675)$14.54 (1,675)$14.54 
Unvested restricted stock units at March 31,
104,044 $18.86 36,740 $17.84 140,784 $18.60 

(a)    The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.
 (a)    he number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

Three Months Ended March 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 1,14,676 $15.45 — $— 14,676 $15.45 
Granted126,671 $15.79 28,240 $14.75 154,911 $15.60 
Vested(2,699)$15.30 (2,740)$16.71 (5,439)$16.01 
Forfeited(11,411)$14.54 — $— (11,411)$14.54 
Unvested restricted stock units at March 31,
127,237 $15.88 25,500 $14.54 152,737 $15.65 
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.
Shares of Common Stock 
As of March 31, 2022, the Company had approximately $83 of unrecognized stock-based compensation expense related to outstanding unvested restricted shares of common stock issued in connection with the Coit Acquisition (see Note 5). These shares had a grant price of $9.57 and a remaining average expected life of 0.58 years. Restricted shares of common stock have no voting or dividend rights until the awards are vested.    
Changes in the Company’s restricted shares of common stock for the three months ended March 31, 2022 and 2021 were as follows:
 Three Months Ended March 31,
 20222021
Number of
Restricted
Shares of Common Stock
Weighted
Average
Grant-Date
Fair Value
Number of
Restricted
Shares of Common Stock
Weighted
Average
Grant-Date
Fair Value
Unvested restricted shares of common stock at January 1,34,818 $9.57 52,226 $9.57 
Vested— $— — $— 
Unvested restricted shares of common stock at March 31,
34,818 $9.57 52,226 $9.57