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Stock-Based Compensation
3 Months Ended
Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

5. Stock-Based Compensation

Stock-based compensation includes expense charges for all stock-based awards to employees and directors. These awards include stock options, restricted stock, restricted stock units and performance stock units.

Stock-based compensation expense related to internal labor is capitalized to software and patent costs based on direct labor hours charged to capitalized software and patent costs.

Determining Fair Value

Stock Options

The Company estimates the fair value of stock options on the date of grant (measurement date) using the Black-Scholes option pricing model. The Company recognizes the fair value of stock option awards on a straight-line basis over the service period of the award.

There were 1 stock options granted during the three months ended March 31, 2022, as replacement equity awards for vested stock options held by EVRYTHNG employees. No stock options were granted during the three months ended March 31, 2021.


 

Restricted Stock

The fair value of restricted stock awards, that vest upon meeting a service condition, is based on the fair market value of the Company’s common stock on the date of the grant (measurement date) and is recognized on a straight-line basis over the service period of the award, which is generally three to four years for employee grants and one to three years for director grants.

Restricted Stock Units

The fair value of restricted stock unit (“RSU”) awards, that vest upon meeting a service condition, is based on the fair market value of the Company’s common stock on the date of the grant (measurement date) and is recognized on a straight-line basis over the service period of the award, which is generally three to four years for employee grants.

Performance Stock Units

The fair value of performance stock unit (“PSU”) awards, that vest upon meeting a performance condition, such as the Company exceeding a future annual recurring revenue target, and a service condition, is determined based on the probability of achievement of the performance criteria as of each reporting date (measurement date). The probability of achievement is subject to judgment, and could change from period to period, impacting the fair value of the award. The Company recognizes the fair value of the award on a straight-line basis over the service period of the award, which is generally three years for employee grants.

The fair value of PSU awards, that vest upon meeting a market condition, such as the Company exceeding shareholder returns as compared to an index of peer companies, and a service condition, is determined on the date of grant (measurement date) using the Monte Carlo valuation model. The Company recognizes the fair value of the award on a straight-line basis over the service period of the award, which is generally three years for employee grants.

The following inputs are used in the Monte Carlo valuation model to estimate the fair value:

Stock Price. The stock price represents the fair market value of the Company’s common stock on the date of the grant.

Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock based on historical prices over the most recent period commensurate with the term of the award.

Risk-Free Interest Rate. The Company determines the risk-free interest rate using current U.S. treasury yields for bonds with a maturity commensurate with the term of the award.

Monte Carlo valuation inputs:

 

 

Three

 

 

Three

 

 

 

Months

 

 

Months

 

 

 

Ended

 

 

Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

Stock price

 

$

32.02

 

 

$

 

Expected volatility

 

 

82.8

%

 

 

 

Risk-free interest rate

 

 

1.8

%

 

 

 

 

 

Stock-Based Compensation

 

 

 

Three

 

 

Three

 

 

 

Months

 

 

Months

 

 

 

Ended

 

 

Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

Stock-based compensation:

 

 

 

 

 

 

 

 

Cost of revenue

 

$

201

 

 

$

173

 

Sales and marketing

 

 

744

 

 

 

440

 

Research, development and engineering

 

 

507

 

 

 

396

 

General and administrative

 

 

1,016

 

 

 

1,001

 

Stock-based compensation expense

 

 

2,468

 

 

 

2,010

 

Capitalized to software and patent costs

 

 

36

 

 

 

36

 

Total stock-based compensation

 

$

2,504

 

 

$

2,046

 

 

The following table sets forth total unrecognized compensation costs related to non-vested stock-based awards granted under the Company’s equity compensation plan:

 

 

 

As of

 

 

As of

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Total unrecognized compensation costs

 

$

20,967

 

 

$

11,301

 

 

Total unrecognized compensation costs will be adjusted for any future forfeitures if and when they occur.

The Company expects to recognize the total unrecognized compensation costs as of March 31, 2022, for all non-vested stock-based awards over weighted average periods through March 31, 2026, as follows:

 

 

 

Restricted

 

 

 

 

 

 

Stock

 

RSUs

 

PSUs

Weighted average period

 

1.29 years

 

1.55 years

 

1.89 years

 

As of March 31, 2022, under the Company’s stock-based compensation plan, an additional 585 shares remained available for future grants. The Company issues new shares upon exercises of stock options, grants of restricted stock awards and vesting of RSU and PSU awards.

Stock Option Activity

The following table presents the outstanding stock option activity:

 

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Grant Date

 

 

Intrinsic

 

Three months ended March 31, 2022:

 

Options

 

 

Price

 

 

Fair Value

 

 

Value

 

Outstanding at December 31, 2021

 

 

50

 

 

$

39.54

 

 

$

22.23

 

 

 

 

 

Granted

 

 

1

 

 

$

22.15

 

 

$

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

$

 

 

 

 

 

Forfeited or expired

 

 

 

 

$

 

 

$

 

 

 

 

 

Outstanding at March 31, 2022

 

 

51

 

 

$

39.14

 

 

$

21.72

 

 

$

5

 

Exercisable at March 31, 2022

 

 

51

 

 

$

39.14

 

 

 

 

 

 

$

5

 

 

 

The aggregate intrinsic value is based on the closing price of $26.37 per share of Digimarc common stock on March 31, 2022, which would have been received by the optionees had all of the options with exercise prices less than $26.37 per share been exercised on that date.

Restricted Stock Activity

The following table presents the unvested restricted stock activity:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

Three months ended March 31, 2022:

 

Shares

 

 

Fair Value

 

Unvested balance, December 31, 2021

 

 

360

 

 

$

34.90

 

Granted

 

 

 

 

$

 

Vested

 

 

(50

)

 

$

32.21

 

Forfeited

 

 

(8

)

 

$

36.82

 

Unvested balance, March 31, 2022

 

 

302

 

 

$

35.29

 

 

 

The fair value of restricted stock awards vested is as follows:

 

 

 

Three

 

 

Three

 

 

 

Months

 

 

Months

 

 

 

Ended

 

 

Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

Fair value of restricted stock awards vested

 

$

1,603

 

 

$

2,175

 

Restricted Stock Units Activity

The following table presents the unvested RSU activity:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

Three months ended March 31, 2022:

 

Shares

 

 

Fair Value

 

Unvested balance, December 31, 2021

 

 

 

 

$

 

Granted

 

 

309

 

 

$

32.35

 

Vested

 

 

(1

)

 

$

40.84

 

Forfeited

 

 

 

 

$

 

Unvested balance, March 31, 2022

 

 

308

 

 

$

32.31

 

 

 

The fair value of RSU awards vested is as follows:

 

 

 

Three

 

 

Three

 

 

 

Months

 

 

Months

 

 

 

Ended

 

 

Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

Fair value of RSU awards vested

 

$

47

 

 

$

 


 

Performance Stock Units Activity

The following table presents the unvested PSU activity:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

Three months ended March 31, 2022:

 

Shares

 

 

Fair Value

 

Unvested balance, December 31, 2021

 

 

 

 

$

 

Granted

 

 

144

 

 

$

32.02

 

Vested

 

 

 

 

$

 

Forfeited

 

 

 

 

$

 

Unvested balance, March 31, 2022

 

 

144

 

 

$

 

 

The fair value of PSU awards vested is as follows:

 

 

 

Three

 

 

Three

 

 

 

Months

 

 

Months

 

 

 

Ended

 

 

Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

Fair value of PSU awards vested

 

$

 

 

$