STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

13 – STOCK-BASED COMPENSATION

2015 Equity Incentive Plan

Stock Options

The following table summarizes the stock option activity for the six months ended June 30, 2024:

		Weighted		Weighted
	Number	Average		Average
	of	Exercise		Fair
	Options	Price		Value
Outstanding as of January 1, 2024	368,190	$	7.93	$	2.82
Granted	—		—		—
Exercised	(65,245)		8.03		3.09
Forfeited	—		—		—
Outstanding as of June 30, 2024	302,945	$	7.91	$	2.76
Exercisable as of June 30, 2024	302,945	$	7.91	$	2.76

The following table summarizes certain information about the options outstanding as of June 30, 2024:

		Options Outstanding and Unvested,				Options Outstanding and Exercisable,
		June 30, 2024				June 30, 2024
Weighted					Weighted				Weighted
Average			Weighted		Average		Weighted		Average
Exercise Price of			Average		Remaining		Average		Remaining
Outstanding		Number of	Exercise		Contractual	Number of	Exercise		Contractual
Options		Options	Price		Life	Options	Price		Life
$	7.91	—	$	—	—	302,945	$	7.91	1.88

As of June 30, 2024 and December 31, 2023, a total of 302,945 and 368,190 stock options were outstanding, respectively.

There was no remaining unamortized stock-based compensation as of June 30, 2024.

For the three and six months ended June 30, 2024 and 2023, the Company recognized amortization expense of the fair value of its stock options, which is included in General and administrative expenses, as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
General and administrative expenses	$	—	$	15	$	6	$	58

Restricted Stock Units

The Company has granted restricted stock units (“RSUs”) under the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s

Compensation Committee, the value of a share of common stock on the date that the RSU vests. As of June 30, 2024 and December 31, 2023, 980,966 and 808,880 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively. Such shares will only be issued in respect to vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the 2015 Plan.

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the closing price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors.  The RSUs that have been issued to other individuals vest in equal installments on each of the anniversaries of the determined vesting date, over the three or five year vesting periods, as applicable.

The table below summarizes the Company’s unvested RSUs for the six months ended June 30, 2024:

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding as of January 1, 2024	563,705	$	16.47
Granted	218,947		18.97
Vested	(229,633)		16.00
Forfeited	—		—
Outstanding as of June 30, 2024	553,019	$	17.65

The total fair value of the RSUs that vested during the six months ended June 30, 2024 and 2023 was $4,682 and $3,923, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

The following table summarizes certain information of the RSUs unvested and vested as of June 30, 2024:

Unvested RSUs				Vested RSUs
June 30, 2024				June 30, 2024
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
553,019	$	17.65	1.58	348,329	$	12.88

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of June 30, 2024, unrecognized compensation cost of $5,810 related to RSUs will be recognized over a weighted-average period of 1.58 years.

For the three and six months ended June 30, 2024 and 2023, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
General and administrative expenses	$	1,125	$	1,089	$	2,279	$	2,605

Performance-Based Restricted Stock Units

The Company has granted performance-based restricted stock units (“PRSUs”) under the 2015 Plan to certain employees of the Company, some of which are contingent upon the Company’s relative total shareholder return (“TSR”) and some of which are contingent upon the Company’s return on invested capital (“ROIC”) for a three-year performance period ending December 31, 2025 and December 31, 2026.

The TSR is calculated based on the Company’s total shareholder return compared to that of certain peer companies specified in the award agreements over the performance period and is calculated based on the change in the average daily closing stock price over a 20 trading-day period from the beginning to the end of the performance period, including reinvested dividends. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual relative TSR performance during the performance period. The grant date fair value of the TSR awards was estimated using a Monte Carlo simulation model. Compensation for these awards, which are subject to market conditions, is being amortized over the service period.

The grant date fair value of the ROIC awards was estimated using the closing share price of the Company’s stock on the date of grant. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual ROIC performance during the performance period. As such ROIC awards are subject to performance conditions and compensation cost is recognized over the service period based on the amount of awards that the Company believes is probable that will vest. To the extent the Company’s estimate changes, the Company will recognize a cumulative catch up in subsequent reporting periods.

The table below summarizes the Company’s unvested PRSUs for the six months ended June 30, 2024:

	Number of
	PRSUs
Outstanding as of January 1, 2024	79,838
Granted	99,065
Vested	—
Forfeited	—
Outstanding as of June 30, 2024	178,903

The PRSUs, if earned, will ordinarily vest during the first quarter after the three-year performance period and the recipient will receive a share of common stock for each earned PRSU. If 100% of the target metric is achieved, the recipient will earn 100% of the target amount of the PRSUs originally granted. However, based on actual performance, the number of PRSUs earned will change based on the ranges described above. As of June 30, 2024, unrecognized compensation cost of $2,713 related to PRSUs will be recognized over a weighted-average period of 2.06 years.

Significant inputs used in the estimation of the fair value of these awards outstanding as of June 30, 2024 and December 31, 2023 are as follows:

Significant Input	June 30, 2024	December 31, 2023
Closing share price of our common stock	$14.36 to $18.17	$14.36 to $16.30
Risk-free rate of return	3.81% to 4.38%	3.81% to 4.38%
Expected volatility of our common stock	48.34% to 54.53%	53.38% to 54.53%
Holding period discount	0%	0%
Simulation term (in years)	2.54 to 2.86	2.54 to 2.72
Range of target	0% to 200%	0% to 200%

For the three and six months ended June 30, 2024 and 2023, the Company recognized nonvested stock amortization expense for the PRSUs, which is included in General and administrative expenses as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
General and administrative expenses	$	326	$	115	$	548	$	115