Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

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 "ESPP").

The 2010 Plan provided 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. On June 9, 2021, with approval of stockholders at the 2021 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 a total of 22,980,074. At March 31, 2022, 7,717,026 shares remained available for awards under the 2010 Plan.

Restricted common stock and non-qualified stock option activity during the three months ended March 31, 2022, consisted of the following:


Period	Total Number of Restricted Shares Issued		Total Number of Non-qualified Stock Options Granted	Vesting Periods Years

January 1, 2022 to March 31, 2022	(340,502)	(1)	—	N/A



Total	(340,502)		—

(1)Includes shares of common stock cancelled related to the unvested restricted stock awards.

ESPP. The offering periods for the ESPP are from January 1 to June 30 and from July 1 to December 31 of each calendar year. The Company has reserved 190 shares of common stock for issuance under the ESPP, of which 190 shares as of March 31, 2022, are available for future issuance. The purchase price of the common stock under the ESPP is 85% of

the lower of the fair market value of a share of common stock on the first or last day of the purchase period. There were no purchases of common stock under the ESPP during the three months ended March 31, 2022 or 2021.

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.

Our stock-based compensation is classified as either an equity award or a liability award in accordance with generally accepted accounting principles. The fair value of an equity-classified award is determined at the grant date and is amortized on a straight-line basis over the vesting life of the award. The fair-value of a liability-classified award is determined on a quarterly basis through the final vesting date and is amortized based on the current fair value of the award and the percentage of vesting period incurred to date.

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


	Three Months Ended March 31,
	2022		2021
Equity Classified Awards
Stock options
Cost of goods sold	$	85	$	—
Research and development	51		—
Selling, general and administrative	1,444		—
Preliminary stage projects	5
Other	94

Restricted stock
Cost of goods sold	108		—
Research and development	58		125
Selling, general and administrative	2,050		437
Preliminary stage projects	11
Other	138

Total equity classified awards	4,044		562

Liability Classified Awards
Restricted stock
Selling, general and administrative	193		—

Stock appreciation rights
Research and development	—		348
Selling, general and administrative	21		15

Total liability classified awards	214		363

Total stock-based compensation	$	4,258	$	925

Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the three months ended March 31, 2022, were as follows:


	Number of Options	Weighted-Average Exercise Price (1)		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value

Options outstanding at December 31, 2021	4,739,940	$	5.14	9.6	$	—
Granted	—
Canceled or forfeited	(174,187)	$	5.63
Exercised	—

Options outstanding at March 31, 2022	4,565,753	$	5.12	9.4	$	—

Options exercisable at March 31, 2022	1,520	$	427.69	4.4	$	—

(1) Exercise price of options outstanding range from $4 to $99,300 as of March 31, 2022. The higher range is related to historical stock reverse splits.

No stock options vested during the three months ended March 31, 2022. As of March 31, 2022, the total unrecognized compensation expense, net of estimated forfeitures, relating to stock options was $16.6 million, which is expected to be recognized over the remaining weighted-average period of approximately 3.6 years.

Restricted stock. Non-vested restricted stock awards and the changes during the three months ended March 31, 2022, were as follows:


	Number of Shares	Weighted-Average Grant-Date Fair Value

Outstanding at December 31, 2021	7,094,785	$	3.93
Granted	—	$	—
Exercised	(165,870)	$	1.09
Canceled or forfeited	(174,268)	$	4.53
Vested	(364)	$	2.30

Non-vested at March 31, 2022	6,754,283	$	4.01

The total fair value of restricted stock that vested during the three months ended March 31, 2022, was nil. As of March 31, 2022, the total unrecognized compensation expense, net of estimated forfeitures, relating to restricted stock awards was $19.4 million, which is expected to be recognized over the remaining weighted-average period of approximately 2.9 years. As of March 31, 2022, we had recorded a liability of $1.0 million for earned and unvested liability-classified restricted stock awards based on the fair value of our common stock as of March 31, 2022.