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Stock Incentive Plan
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Incentive Plan

12. Stock Incentive Plan

The Company adopted an incentive plan (the “2020 Omnibus Incentive Plan”) on September 22, 2020, to provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to Company employees, employees of the Company’s affiliates, non-employee directors and certain consultants and advisors. The Company is authorized to award 1,355,715 shares under the 2020 Omnibus Incentive Plan. Previously, the Company had adopted its 2018 Equity Incentive Plan and 2016 Stock Incentive Plan (together with the 2020 Omnibus Incentive Plan, the “Stock Incentive Plans”), under which the Company had issued stock options and restricted stock units. Following the effective date of the 2020 Omnibus Incentive Plan, no additional awards may be made under the 2018 Equity Incentive Plan or 2016 Stock Incentive Plan. The Stock Incentive Plans were established to provide eligible individuals with an incentive to contribute to the Company’s success and to operate and manage the Company’s business in a manner that will provide for its long-term growth and profitability and that will benefit the Company’s shareholders and other stakeholders, including employees and customers. The Stock Incentive Plans are also intended to provide a means of recruiting, rewarding, and retaining key personnel.

Stock Options

The Stock Incentive Plans prescribe various terms and conditions for the award of options and the total number of shares authorized for this purpose. For options, the strike price is equal to the fair market value of the Company’s stock price at the date of grant. Generally, options become exercisable based on years of service and vesting schedules, and expire after (i) a period of ten years from the date of grant, (ii) three months following the date of termination of employment from the Company, (iii) one year following the date of termination from the Company by reason of death or disability, (iv) the date of termination of employment for cause, or (v) the fifth anniversary of the date of the grant if it is held by a 10 percent or greater stockholder.

The following tables summarize the Company’s stock option activity:

 

 

 

Options
Activity

 

 

Weighted Average
Exercise Price
(per share)

 

 

Weighted Average
Remaining Contractual
Term (years)

 

 

Aggregate
Intrinsic Value

 

Balance at January 1, 2022

 

 

747,800

 

 

$

11.51

 

 

 

6.57

 

 

$

1,143,013

 

Granted

 

 

453,498

 

 

 

7.21

 

 

 

 

 

 

 

Exercised/released

 

 

(76,750

)

 

 

2.14

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(192,283

)

 

 

17.05

 

 

 

 

 

 

 

Balance at June 30, 2022

 

 

932,265

 

 

$

9.02

 

 

 

7.81

 

 

$

 

Exercisable at June 30, 2022

 

 

419,565

 

 

$

9.76

 

 

 

5.82

 

 

$

 

 

 

 

Options
Activity

 

 

Weighted Average
Exercise Price
(per share)

 

 

Weighted Average
Remaining Contractual
Term (years)

 

 

Aggregate
Intrinsic Value

 

Balance at January 1, 2021

 

 

887,640

 

 

$

9.65

 

 

 

6.42

 

 

$

33,433,274

 

Granted

 

 

54,883

 

 

 

42.27

 

 

 

 

 

 

 

Exercised/released

 

 

(50,602

)

 

 

8.06

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(38,500

)

 

 

9.27

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

853,421

 

 

$

11.87

 

 

 

7.17

 

 

$

15,365,736

 

Exercisable at June 30, 2021

 

 

579,449

 

 

$

7.84

 

 

 

6.50

 

 

$

12,763,447

 

 

The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model. ASC 718, “Compensation- Stock Compensation” (“ASC 718”), requires the use of the fair-value-based method for measuring the value of stock-based compensation. The estimated fair value of each grant of stock options awarded during the three and six months ended June 30, 2022 and 2021 was determined using the following assumptions:

Expected Term. Due to the lack of a public market for the trading of shares of the Company’s common stock prior to the Company’s initial public offering that closed on September 25, 2020, and the lack of sufficient Company-specific historical data, the expected term of employee stock options is determined using the “simplified” method, as prescribed in SEC Staff Accounting Bulletin No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option.
Risk-free Interest Rate. The risk-free interest rate is based on the interest rate payable on the United States Treasury yield curve in effect at the time of grant for a period that is commensurate with the assumed expected term.
Dividend Yield. The dividend yield is 0% because the Company has never paid, and for the foreseeable future does not expect to pay, dividends on its shares of common stock.
Expected Volatility. The expected volatility is based on the volatility of the historical stock prices of identified peer companies.

The inputs and assumptions used to estimate the fair value of share-based payment awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different inputs and assumptions, the Company’s share-based compensation expense could be materially different for future awards.

For the six months ended June 30, 2022 and 2021, the grant-date fair value of stock options was estimated at the time of grant using the following weighted-average inputs and assumptions in the Black-Scholes option pricing model:

 

 

 

For the Six Months Ended
June 30,

 

 

 

2022

 

 

2021

 

Weighted-average expected volatility

 

 

52.36

%

 

 

52.08

%

Weighted-average expected term (years)

 

 

6.25

 

 

 

6.23

 

Weighted-average expected risk-free interest rate

 

 

2.27

%

 

 

0.70

%

Dividend yield

 

 

 

 

 

 

Weighted-average fair value of options granted

 

$

2.79

 

 

$

20.95

 

 

Restricted Stock Units

The following tables summarize the Company’s RSU activity during the six months ended June 30, 2022 and 2021:

 

 

 

Number of RSUs

 

 

Weighted Average
Grant Date Fair Value
(per share)

 

 

Weighted Average
Remaining Vesting
Term (years)

 

 

Aggregate
Fair Value

 

Balance at January 1, 2022

 

 

91,438

 

 

$

32.91

 

 

 

2.17

 

 

$

2,982,931

 

Granted

 

 

445,702

 

 

 

4.74

 

 

 

 

 

 

 

Exercised/released

 

 

(19,061

)

 

 

26.92

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(27,845

)

 

 

31.01

 

 

 

 

 

 

 

Balance at June 30, 2022

 

 

490,234

 

 

$

7.64

 

 

 

3.26

 

 

$

3,747,835

 

 

 

 

Number of RSUs

 

 

Weighted Average
Grant Date Fair Value
(per share)

 

 

Weighted Average
Remaining Vesting
Term (years)

 

 

Aggregate
Fair Value

 

Balance at January 1, 2021

 

 

57,187

 

 

$

33.16

 

 

 

2.08

 

 

$

1,896,221

 

Granted

 

 

45,745

 

 

 

39.99

 

 

 

 

 

 

 

Exercised/released

 

 

(3,000

)

 

 

47.99

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(2,742

)

 

 

25.67

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

97,190

 

 

$

36.13

 

 

 

2.30

 

 

$

3,511,288

 

The Company estimates the fair value of each restricted stock unit using the fair value of the Company’s stock on the date of grant.

Market-Based Stock Units

The following tables summarize the Company’s market-based stock unit ("MSU") activity during the six months ended June 30, 2022 and 2021:

 

 

Number of MSUs

 

 

Weighted Average
Grant Date Fair Value
(per share)

 

 

Weighted Average
Remaining Vesting
Term (years)

 

 

Aggregate
Fair Value

 

Balance at January 1, 2022

 

 

160,301

 

 

$

43.53

 

 

 

1.20

 

 

$

6,977,903

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised/released

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(129,218

)

 

 

43.53

 

 

 

 

 

 

 

Balance at June 30, 2022

 

 

31,083

 

 

$

43.53

 

 

 

0.87

 

 

$

1,353,043

 

 

 

 

Number of MSUs

 

 

Weighted Average
Grant Date Fair Value
(per share)

 

 

Weighted Average
Remaining Vesting
Term (years)

 

 

Aggregate
Fair Value

 

Balance at January 1, 2021

 

 

 

 

$

 

 

 

 

 

$

 

Granted

 

 

189,608

 

 

 

43.53

 

 

 

 

 

 

 

Exercised/released

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

189,608

 

 

$

43.53

 

 

 

1.56

 

 

$

8,253,636

 

These MSUs vest upon the 30-day weighted average stock price reaching or exceeding established targets, after reaching certain time targets. We estimate the grant-date fair value of the MSUs using a Monte Carlo simulation which requires assumptions for expected volatility, risk-free rate of return and dividend yield. Expected volatilities within the index are derived using historical volatilities of a selected peer group over a period equal to the length of the performance period. We base the risk-free rate of return on the yield of a zero-coupon U.S. Treasury bond with a maturity equal to the performance period and assume a 0% dividend rate. Compensation expense for these MSUs is recognized over the requisite service period regardless of whether the market conditions are satisfied. The Company estimates the fair value of MSUs on the grant date using a Monte Carlo simulation.

Employee Stock Purchase Plan

On September 25, 2020, the Company established an Employee Stock Purchase Plan (“ESPP”) which allows employees of the Company to purchase common stock of the Company through accumulated payroll deductions. Offerings under this plan have a duration of six months. On the exercise date, the participant may acquire shares at the lower of 85% of the market value of a share of our common stock on the enrollment date or the exercise date. Participants may terminate their interest in a given offering or a given exercise period by withdrawing all of their accumulated payroll deductions at any time prior to the end of the offering period. The fair value of the estimated number of shares to be issued under each offering is determined using a component valuation model. We estimate that 16,000 shares of common stock will be issued in accordance with the plan to those enrollees in the enrollment period commencing on May 1, 2022.

Stock-Based Compensation

Stock-based compensation expense is recognized ratably over the requisite service period for all awards. The following tables summarize the Company’s stock-based compensation recorded as a result of applying the provisions of ASC 718 to equity awards:

 

 

 

Three months ended
June 30, 2022

 

 

Six months ended
June 30, 2022

 

 

Unrecognized compensation cost related to non-vested awards as of June 30, 2022

 

 

Weighted-average remaining vesting period as of June 30, 2022 (years)

 

Stock options

 

$

80,408

 

 

$

186,857

 

 

$

1,375,558

 

 

 

3.35

 

RSUs

 

 

377,538

 

 

 

740,876

 

 

 

2,916,680

 

 

 

3.03

 

MSUs

 

 

(668,782

)

 

 

(1,133,244

)

 

 

151,153

 

 

 

1.59

 

ESPP

 

 

1,594

 

 

 

7,065

 

 

 

 

 

 

 

Total stock based compensation

 

$

(209,242

)

 

$

(198,446

)

 

$

4,443,392

 

 

 

3.08

 

 

 

 

Three months ended
June 30, 2021

 

 

Six months ended
June 30, 2021

 

 

Unrecognized compensation cost related to non-vested awards as of December 31, 2021

 

 

Weighted-average remaining vesting period as of June 30, 2021 (years)

 

Stock options

 

$

189,967

 

 

$

463,039

 

 

$

1,638,717

 

 

 

2.35

 

RSUs

 

 

376,885

 

 

 

728,329

 

 

 

2,282,174

 

 

 

2.30

 

MSUs

 

 

508,079

 

 

 

893,565

 

 

 

1,927,898

 

 

 

2.59

 

ESPP

 

 

15,143

 

 

 

15,144

 

 

 

 

 

 

 

Total stock based compensation

 

 

1,090,074

 

 

 

2,100,077

 

 

 

5,848,789

 

 

 

2.41

 

During the three and six months ended June 30, 2022, there were forfeitures of MSU awards of certain members of executive leadership of $901,801 and $1,785,125, respectively, representing discrete reversals of stock compensation expense to the periods. There were no such forfeitures of MSUs in the three and six months ended June 30, 2021.

There were no payroll taxes withheld from stock-based compensation during the three and six months ended June 30, 2022. During the three and six months ended June 30, 2021, there were $30,363 and $219,156, respectively, of payroll taxes withheld from stock-based compensation which were remitted directly to the tax authorities on the behalf of the recipients of the awards.