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SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2025
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 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. The 2021 Incentive Plan was most recently amended in May 2024. As of March 31, 2025 there are 4.4 million shares of common stock authorized for issuance under the 2021 Incentive Plan and a total of 0.9 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 $5.6 million and $18.6 million for the three months ended March 31, 2025 and 2024, 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, 2025.

The activity for stock options for the three months ended March 31, 2025 is as follows (in thousands, except exercise price, weighted average contractual life, and aggregate intrinsic value):

SharesWeighted Average
Exercise Price
Weighted Average
Remaining
Contractual Life
(In Years)
Aggregate
Intrinsic Value
Outstanding at January 1, 2025423 $139.33 5.2$205 
Granted— — 
Exercised— — 
Forfeited— — 
Expired(1)155.30 
Outstanding at March 31, 2025422 $139.26 5.0$— 

We recognized share-based compensation expense related to stock options of $2.8 million for the three months ended March 31, 2025, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). At March 31, 2025, there was $0.1 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 0.2 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, 2025 (in thousands, except weighted average grant date fair value):
Number of RSUsWeighted Average Grant Date Fair Value
Unvested RSUs at January 1, 20252,871$11.08 
Granted— — 
Vested(607)26.08 
Forfeited(3)13.25 
Unvested RSUs at March 31, 20252,261 $7.04 

We recognized share-based compensation expense related to RSUs of $2.8 million for the three months ended March 31, 2025, which is included in operating costs in the Condensed Consolidated Statements of Income (Loss). As of March 31, 2025, there was $9.5 million of unrecognized compensation expense related to the RSU grants, which is expected to be recognized over a weighted-average period of 1.6 years.

Performance-based Restricted Stock Units (“PSUs”)

In connection with our initial public offering, our Board of Directors approved the grant of PSUs to members of our executive leadership team. The grant encompassed a total of 183,750 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, 2025 (in thousands, except weighted average grant date fair value):
Number of PSUsWeighted Average Grant Date Fair Value
Unvested PSUs at January 1, 2025105$744.00 
Granted— — 
Forfeited(13)744.02 
Unvested PSUs at March 31, 202592 $744.00 

We recognized no share-based compensation expense related to PSUs for the three months ended March 31, 2025. At March 31, 2025, there was no unrecognized compensation expense related to the PSU grant as the minimum service period was achieved in June 2024. The PSUs will expire 1.2 years after March 31, 2025 if the predetermined stock price goals are not achieved.

Liability Classified Share-based Award

In May 2024, the Company granted share-based awards to certain employees. These awards provided the option for settlement in either cash or shares, at the discretion of the Company. In January 2025, the Compensation and Human Capital Committee of the Board of Directors approved the settlement of the employee portion of the award in cash at 100% of target. The payment of the employee portion of the award occurred in March 2025; the Board portion of the award remains outstanding.

These awards were initially measured at fair value on the grant date and subsequently remeasured at each reporting date until settlement. The remeasurement of the liability at each reporting date impacts the Company’s financial statements through adjustments to share-based compensation expense. The liability will be derecognized upon settlement, with any difference between the final settlement amount and the remeasured liability amount recognized in the income statement. The fair value of the liability-classified awards is derived from the targeted bonus amount, which represents the expected payout if performance
targets are met. This amount is adjusted for estimated forfeitures to account for the probability that some awards will not vest due to employee turnover or failure to meet performance criteria.

The following table provides a reconciliation of the beginning and ending balances of the share-based payment liability (in thousands):

Fair Value
Balance at January 1, 2025$6,402 
Changes in fair value (forfeitures)(41)
Payments(5,542)
Balance at March 31, 2025$819 

As of March 31, 2025 and December 31, 2024, the liability for these awards was remeasured at fair value, resulting in a recognized liability of $0.8 million and $6.4 million, respectively. The changes in fair value of the liability were recognized as operating costs in the Condensed Consolidated Statements of Comprehensive Income (Loss). The total expense recognized for these liability-classified awards for the three months ended March 31, 2025 was immaterial. There was no expense for the three months ended March 31, 2024.The liability for these awards is included within other current liabilities on the Condensed Consolidated Balance Sheets.

As of March 31, 2025 there is no unrecognized expense of the liability classified share-based award.