Stockholders' Equity and Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity and Stock-Based Compensation

14. Stockholders’ Equity and Stock-Based Compensation

Accelerated Stock Repurchase Program

On December 21, 2021, the Board of Directors authorized the Company to repurchase up to $75,000 thousand of the Company’s outstanding common stock and the Company entered into an accelerated stock repurchase agreement (the “ASR Agreement”) with JPMorgan Chase Bank, National Association (“JPM”) to repurchase an aggregate of $37,500 thousand of the Company’s common stock.

Pursuant to the terms of the ASR Agreement dated December 21, 2021, the Company paid to JPM $37,500 thousand in cash and received an initial delivery of 994,695 shares of its common stock in the open market for an aggregate purchase price of $20,073 thousand and a price per share of $20.18 on December 22, 2021.

As of December 31, 2021, the Company accounted for the remaining portion of the ASR Agreement as a forward contract indexed to its own common stock and recorded $17,427 thousand in additional paid-in capital in stockholders’ equity in its consolidated balance sheets. The final number of shares to be delivered will be based on the Company’s volume-weighted average stock price under the terms of the ASR Agreement less an agreed upon discount.

The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances under which the ASR Agreement may be accelerated, extended or terminated early by JPM and various acknowledgments, representations and warranties made by the parties to one another. Upon final settlement of the ASR Agreement, which is expected to occur during the fiscal quarter ending March 31, 2022, the Company may be entitled to receive additional shares of common stock from JPM or, under certain circumstances specified in the ASR Agreement, the Company may be required to deliver shares of common stock or make a cash payment, at its option, to JPM.

Equity Incentive Plans

The Company adopted its 2009 Common Unit Plan, or the 2009 Plan, effective December 8, 2009, which is administered by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). The 2009 Plan terminated in connection with the Company’s initial public offering in March 2011, and no additional options or other equity awards may be granted under the 2009 Plan. The Company adopted its 2011 Equity Incentive Plan, or the 2011 Plan, in March 2010. The Company amended and restated the 2011 Plan in February 2011, and the Company’s stockholders approved the amendment in March 2011 to reflect that it became effective in 2011 in connection with the Company’s initial public offering in March 2011. The 2011 Plan was amended on October 23, 2017, to revise the clawback policy of the 2011 Plan. The 2011 Plan was amended on April 26, 2018 to amend the tax withholding provisions as they relate to directed sales of shares. At the 2020 Annual Meeting of Stockholders, the Company’s stockholders approved its 2020 Equity and Incentive Compensation Plan, or the 2020 Plan, which is administered by the Compensation Committee. Following the adoption of the 2020 Plan, no further awards may be issued under the 2011 Plan.

Awards may be granted under the 2020 Plan to the Company’s employees, officers, directors, or certain consultants or those of any subsidiary of the Company. While the Company may grant incentive stock options only to employees, the Company may grant non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents and cash-based awards or other stock-based awards to any eligible participant, subject to terms and conditions determined by the Compensation Committee. The term of any options granted under the 2020 Plan shall not exceed ten years from the date of grant. As of December 31, 2021 an aggregate maximum of 11,352,919 shares were authorized and 2,116,324 shares were reserved for all future grants.

Stock options and stock appreciation rights must have exercise prices at least equal to the fair market value of the stock at the time of their grant pursuant to the 2011 Plan and 2020 Plan. Stock options typically vest over one to three years following grant, subject to the participant’s continued service through the applicable vesting dates. As of December 31, 2020, no stock options or stock appreciation rights had been granted under 2020 Plan.

Restricted stock units granted under the 2011 Plan and 2020 Plan represent a right to receive shares of the Company’s common stock when the restricted stock unit vests. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares pursuant to a restricted stock unit, the consideration for which shall be services actually rendered to a participating company or for its benefit. Stock issued pursuant to any restricted stock unit may (but need not) be made subject to vesting conditions based upon the satisfaction of such service requirements, conditions, restrictions or performance criteria as shall be established by the Compensation Committee and set forth in the award agreement evidencing such award. Restricted stock units typically vest over one to three years following grant, subject to the participant’s continued service through the applicable vesting dates.

Restricted stock constitutes an immediate transfer of the ownership of shares of the Company’s common stock to the participant in consideration of the performance of services, entitling such participant to voting, dividend and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer determined by the Compensation Committee for a period of time determined by the Compensation Committee or until certain management objectives specified by the Compensation Committee are achieved. Each grant of restricted stock may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value per share of common stock on the grant date. Stock issued pursuant to any restricted stock award may (but need not) be made subject to vesting conditions based upon the satisfaction of such service requirements, conditions, restrictions or performance criteria as shall be established by the

Compensation Committee and set forth in the award agreement evidencing such award. A grant of restricted stock may require that any and all dividends and distributions paid on restricted stock that remains subject to a substantial risk of forfeiture be automatically deferred and/or reinvested in additional restricted stock, which will be subject to the same restrictions as the underlying restricted stock, but any such dividends or other distributions on restricted stock must be deferred until, and paid contingent upon, the vesting of such restricted stock.

The following summarizes restricted stock unit activities for the year ended December 31, 2021.

	Number of Restricted Stock Units			Weighted Average Grant-Date Fair Value of Restricted Stock Units
Outstanding at December 31, 2020		999,756		$	10.68
Granted		431,308			19.82
Vested		(480,465	)		12.05
Forfeited		(116,638	)		12.77
Outstanding at December 31, 2021		833,961		$	14.33

Total compensation expenses recorded for the restricted stock units were $7,704 thousand, $6,311 thousand and $6,042 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $3,676 thousand of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average future period of 0.5 year. Total fair value of restricted stock units vested were $5,788 thousand, $3,839 thousand and $5,817 thousand for the years ended December 31, 2021, 2020 and 2019, respectively.

The following summarizes stock option activities for the year ended December 31, 2021. At the date of grant, all options had an exercise price not less than the fair value of common stock (aggregate intrinsic value in thousands):

	Number of Options			Weighted Average Exercise Price of Stock Options		Aggregate Intrinsic Value of Stock Options		Weighted Average Remaining Contractual Life of Stock Options
Outstanding at January 1, 2021		1,647,181		$	11.24	$	6,112		3.8 years
Exercised		(349,304	)		12.94		2,965		—
Outstanding at December 31, 2021		1,297,877		$	10.78	$	13,262		3.1 years
Vested and Exercisable at December 31, 2021		1,297,877		$	10.78	$	13,262		3.1 years

Total compensation expenses recorded for the stock options were nil, nil and $11 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. There were no unrecognized compensation cost related to stock options expected to vest as of December 31, 2021 and 2020.

Total weighted average grant-date fair value of vested options of continuing operations and discontinued operations were nil, nil and $165 thousand for the years ended December 31, 2021, 2020 and 2019, respectively.

The Company utilizes the Black-Scholes option-pricing model to measure the fair value of each option grant. There were no grants of stock options during the years ended December 31, 2021, 2020 and 2019.

The number and weighted average grant-date fair value of the unvested stock options are as follows:

	Year Ended December 31,
	2021				2020				2019
	Number		Weighted Average Grant- Date Fair Value		Number		Weighted Average Grant- Date Fair  Value		Number			Weighted Average Grant- Date Fair Value
Unvested options at the beginning of the period		—		—		—		—		130,191		$	1.54
Vested options during the period		—		—		—		—		(107,100	)		1.54
Forfeited options during the period		—		—		—		—		(345	)		1.54
Exercised options during the period		—		—		—		—		(22,746	)		1.54
Unvested options at the end of the period		—		—		—		—		0		$	—