XML 28 R16.htm IDEA: XBRL DOCUMENT v3.23.1
SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION
2016 Incentive Plan

The Company adopted its 2016 Stock Incentive Plan (the “2016 Incentive Plan”) in March 2016. The 2016 Incentive Plan allowed for the Company to grant stock options, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) to certain employees, consultants and non-employee directors. The 2016 Incentive Plan was initially adopted on March 25, 2016, and most recently amended in December 2020. Following the effectiveness of our 2021 Omnibus Plan (the “2021 Incentive Plan”), no further awards will be granted under the 2016 Incentive Plan. However, all outstanding awards granted under the 2016 Incentive Plan will continue to be governed by the existing terms of the 2016 Incentive Plan and the applicable award agreements.

2021 Incentive Plan

The 2021 Incentive Plan (the “2021 Incentive Plan”) was adopted by our Board of Directors on May 21, 2021 and approved by our stockholders on May 25, 2021 and June 5, 2021. The 2021 Incentive Plan allows the Company to grant stock options, RSAs, RSUs, stock appreciation rights, other equity based awards, and cash based incentive awards to certain employees, consultants and non-employee directors. There are 104.9 million shares of common stock authorized for issuance under the 2021 Incentive Plan. As of March 31, 2023, a total of 0.5 million shares of common stock were available for future issuance under the 2021 Incentive Plan.

Share-Based Compensation Expense

We recognized share-based compensation expense of $33.3 million and $32.9 million for the three months ended March 31, 2023 and 2022, respectively, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss).

Stock Options

The Board of Directors, or the Compensation and Human Capital Committee of the Board of Directors, as applicable, determines the exercise price, vesting periods and expiration date at the time of the grant. Stock options granted prior to the third quarter of 2021 generally vest 25% at one year from the grant date, then ratably over the next 36 months with continuous
employee service. Stock options granted after the beginning of the third quarter of 2021 generally vest ratably over three years. Option grants generally expire 10 years from the date of grant.

There were no options granted during the three months ended March 31, 2023.

The activity for stock options for the three months ended March 31, 2023 is as follows (in thousands, except exercise price and contractual life):
SharesWeighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual Life
(In Years)
Aggregate
Intrinsic Value
Outstanding at January 1, 202364,291 $1.82 6.7$82 
Granted— — 
Exercised(3)0.63 
Forfeited958 0.58 
Expired(3,574)1.78 
Outstanding at March 31, 202361,672 $1.80 5.9$

We recognized share-based compensation expense related to stock options of $15.4 million for the three months ended March 31, 2023, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). At March 31, 2023, there was $28.8 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

RSUs represent the right to receive shares of our common stock at a specified date in the future and generally vest over a three-year period, except for Board of Director grants which generally vest one year from the date of grant. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant.

The following table summarizes RSU award activity for the three months ended March 31, 2023 (in thousands, except weighted average grant date fair value):
Number of RSUsWeighted Average Grant Date Fair Value
Unvested RSUs at December 31, 202237,567$2.37 
Granted53,867 0.51 
Vested(5,868)1.83 
Forfeited(5,612)1.87 
Unvested RSUs at March 31, 202379,954 $1.19 

We recognized share-based compensation expense related to RSUs of $5.4 million for the three months ended March 31, 2023, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). As of March 31, 2023, there was $57.8 million of unrecognized compensation expense related to the RSU grants, which is expected to be recognized over a weighted-average period of 2.0 years.

Performance-based Restricted Stock Units (“PSUs”)

In connection with our IPO, our Board of Directors approved the grant of PSUs to members of our executive leadership team. The grant encompassed a total of 14.7 million PSUs, separated into four equal tranches, each of which are eligible to vest based
on the achievement of predetermined stock price goals and a minimum service period of 3.0 years. The fair value of the PSUs was determined using a Monte-Carlo simulation.
The following table summarizes PSU award activity for the three months ended March 31, 2023 (in thousands, except weighted average grant date fair value):
Number of PSUsWeighted Average Grant Date Fair Value
Unvested PSUs at December 31, 202210,500$9.30 
Granted— — 
Forfeited— — 
Unvested PSUs at March 31, 202310,500 $9.30 
We recognized share-based compensation expense related to PSUs of $12.5 million for the three months ended March 31, 2023, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). At March 31, 2023, there was $34.2 million of unrecognized compensation expense related to the PSU grant, which is expected to be recognized over a weighted-average period of 1.2 years.