Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Stock-Based Compensation

13. Stock-Based Compensation

Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the “2010 Plan”), and the Employee Stock Purchase Plan.

The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2023, upon approval of the stockholders at the 2023 Annual Meeting of Stockholders, the 2010 Plan was amended and restated, which increased the number of shares of common stock reserved for issuance under the 2010 Plan to 37,980,074 shares. At September 30, 2024, 1,978,734 shares were available for future issuance under the 2010 Plan.

Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.

The following table sets forth the Company’s equity classified stock-based compensation expense for the periods indicated (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of production	$	16	$	25	$	47	$	37
General and administrative		3,113		4,239		10,772		11,480
Other operating expenses		657		(132)		1,666		1,235
Total stock-based compensation	$	3,786	$	4,132	$	12,485	$	12,752

Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the nine months ended September 30, 2024, were as follows:

				Weighted-
				Average
		Weighted-		Remaining		Weighted-
		Average		Contractual		Average		Aggregate
	Number of	Exercise		Term		Grant-Date		Intrinsic
	Options	Price (1)		(years)		Fair Value		Value
Options outstanding at December 31, 2023	8,109,123	$	3.51		8.8	$	2.96	$	—
Granted	6,538,646	$	0.70			$	0.62	$	—
Forfeited and expired	(248,977)	$	2.18			$	1.99	$	—
Exercised	—	$	—			$	—	$	—
Options outstanding at September 30, 2024	14,398,792	$	2.26		8.8	$	1.92	$	—
Options vested and expected to vest at September 30, 2024	14,398,792	$	2.26		8.8	$	1.92	$	—

(1) Exercise price of options outstanding ranges from $0.67 to $876 as of September 30, 2024. The higher end of the range is due to the impact of several reverse stock splits during the years 2015 to 2018.

As of September 30, 2024, the total unrecognized compensation expense, net of actual forfeitures and expirations, relating to stock options was $6.7 million, which is expected to be expensed over the remaining weighted-average recognition period of approximately 1.9 years.

Restricted stock. The Company periodically grants restricted stock awards to employees and directors. The vesting period for restricted stock awards granted may be based upon a service period or based upon the attainment of performance objectives. The Company recognizes stock-based compensation over the vesting period, which for awards that vest based on a service period is generally two to three years.

Non-vested restricted stock awards and the changes during the nine months ended September 30, 2024, were as follows:

		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Outstanding at December 31, 2023	6,159,341	$	2.30
Granted	5,674,401	$	0.74
Vested and issued	(3,409,285)	$	4.55
Forfeited and expired	(202,677)	$	1.68
Non-vested at September 30, 2024	8,221,780	$	1.08

As of September 30, 2024, the total unrecognized compensation expense, net of actual forfeitures and expirations, relating to restricted stock awards was $7.5 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.9 years.