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Share Based Compensation
12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share Based Compensation

16.

STOCK BASED COMPENSATION

Equity Incentive Plan. During 2017, the Company adopted the SEACOR Marine Holdings Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The Company’s shareholders approved the SEACOR Marine Holdings Inc. 2020 Equity Incentive Plan (the “2020 Plan”) at the annual meeting of shareholders held on June 9, 2020 (the “Approval Date”), which authorized the issuance of 2,080,000 shares of Common Stock under the 2020 Plan plus 24,821 shares of Common Stock remaining available for issuance under the 2017 Equity Incentive Plan as of the Approval Date that will be available for issuance under the 2020 Plan. The types of awards under the 2020 Plan may include stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock-based awards. As of December 31, 2021, a total of 843,031 shares of Common Stock remained available for issuance under the 2020 Plan.

Restricted stock typically vests from one to four years after the date of grant, and stock options to purchase shares of Common Stock typically vest and become exercisable from one to four years after date of grant and expire no later than the tenth anniversary of the date of grant. Performance restricted stock units (“PRSUs”) typically vest on a cliff-basis after three years, subject to certain stock price performance goals. Pursuant to the applicable award agreements, restricted stock and stock options vest subject to the participant’s continued employment with the Company on the applicable vesting date, subject to accelerated vested upon the executive’s death or qualified retirement or, with respect to restricted stock, upon termination by the Company without “cause” (including for disability). Upon any such termination, PRSUs that have been earned with respect to the stock price performance goal(s) will be settled on the third anniversary of the grant date, without regard to the participants employment with the Company as of such date. For options granted, the fair value is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: (a) no dividend yield; (b) weighted average expected volatility; (c) weighted average discount rate; and (d) expected life. For all award types, forfeitures are recognized as incurred.

Distribution of SEACOR Marine Restricted Stock by SEACOR Holdings. Certain officers and employees of the Company previously received compensation through participation in SEACOR Holdings share award plans. Pursuant to the Employee Matters Agreement with SEACOR Holdings, participating Company personnel vested in all outstanding SEACOR Holdings share awards upon the Spin-off in 2017 and received SEACOR Marine restricted stock from the Spin-off distribution in connection with outstanding SEACOR Holdings restricted stock held. The Company paid SEACOR Holdings $2.7 million upon completion of the Spin-off for the distribution of 120,693 shares of SEACOR Marine restricted stock, which is being amortized over the participants’ remaining original vesting periods.

Employee Stock Purchase Plan. During 2017, the Company adopted the SEACOR Marine Holdings Inc. 2017 Employee Stock Purchase Plan (the “Marine ESPP”). The Marine ESPP, if implemented by the Company’s Board of Directors, will permit the Company to offer shares of its Common Stock for purchase by eligible employees at a price equal to 85% of the lesser of (i) the fair market value of a share of its Common Stock on the first day of the offering period or (ii) the fair market value of a share of its Common Stock on the last day of the offering period. There are 300,000 shares of the Company’s Common Stock reserved for issuance under the Marine ESPP during the ten years following its adoption.

Share Award Transactions. Transactions in connection with the Company’s Equity Incentive Plans during the years ended December 31 were as follows:

 

 

 

2021

 

 

2020

 

Director Stock Awards Granted

 

 

189,030

 

 

 

59,900

 

 

 

 

 

 

 

 

 

 

Restricted Stock Activity:

 

 

 

 

 

 

 

 

Outstanding as of the beginning of year

 

 

436,714

 

 

 

303,609

 

Granted

 

 

933,705

 

(1)

 

289,452

 

Vested

 

 

202,079

 

 

 

143,697

 

Forfeited

 

 

5,250

 

 

 

12,650

 

Outstanding as of the end of year

 

 

1,163,090

 

 

 

436,714

 

 

 

 

 

 

 

 

 

 

Stock Option Activity:

 

 

 

 

 

 

 

 

Outstanding as of the beginning of year

 

 

1,120,541

 

 

 

913,569

 

Granted

 

 

 

 

 

261,972

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

59,184

 

(2)

 

55,000

 

Outstanding as of the end of year

 

 

1,061,357

 

 

 

1,120,541

 

 

 

(1)

Excludes 354,964 grants of performance-based stock units that are not considered outstanding until such time that they become probable to vest.

(2)

Forfeitures includes 71,684 options forfeited as of December 31, 2021, netted with an adjustment of 12,500 previously granted.

 

During the year ended December 31, 2021, the Company recognized $5.5 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the 2017 Plan and the 2020 Plan. As of December 31, 2021, the Company had approximately $4.8 million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately 1.01 and 0.42 years for restricted stock and stock options, respectively.

During the year ended December 31, 2020, the Company recognized $4.8 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the 2017 Plan and the 2020 Plan. As of December 31, 2020, the Company had approximately $4.7 million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately 1.24 and 0.89 years for restricted stock and stock options, respectively.

During the year ended December 31, 2019, the Company recognized $5.3 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and Directors under the 2017 Plan. As of December 31, 2019, the Company had approximately $6.5 million in total unrecognized compensation costs.

The weighted average fair value of restricted stock granted under the 2017 Plan and the 2020 Plan were $5.45 and $6.40 for the year ended December 31, 2021 and 2020, respectively. The fair value was based on the closing price of the Company’s stock on the day of the grant. The Company did not grant any options in the year ended December 31, 2021. The weighted average fair value of stock options granted under the 2017 Plan and the 2020 Plan was $3.60 for the year ended December 31, 2020. The fair value of each option granted during the year ended December 31, 2020, was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: (a) no dividend yield; (b) weighted average expected volatility of 76.1; (c) weighted average discount rate of 0.52%; and (d) expected life of 9.92 years, respectively. There were no stock options exercised in 2021 or 2020.

During the year ended December 31, 2021, the number of shares and the weighted average grant price of restricted stock transactions were as follows:

 

 

 

Restricted Stock

 

 

 

Number of

Shares

 

 

Weight Average

Grant Price

 

Non-Vested as of December 31, 2020

 

 

436,714

 

 

$

11.60

 

Granted

 

 

933,705

 

 

 

5.45

 

Vested

 

 

202,079

 

 

 

5.26

 

Forfeited

 

 

5,250

 

 

 

5.72

 

Non-Vested as of December 31, 2021

 

 

1,163,090

 

 

 

6.62

 

 

During the year ended December 31, 2021, the number of shares and the weighted average exercise price on stock option transactions were as follows:

 

 

 

Stock Options

 

 

 

Number of

Shares

 

 

Weight Average

Grant Price

 

Non-Vested as of December 31, 2020

 

 

1,120,541

 

 

$

12.49

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Forfeited (2)

 

 

59,184

 

 

 

15.70

 

Non-Vested as of December 31, 2021

 

 

1,061,357

 

 

 

12.39

 

Exercisable as of December 31, 2021 (1)

 

 

896,566

 

 

 

12.74

 

 

(1)

The weighted average remaining contractual term is 6.7 years.

(2)

Forfeitures includes 71,684 options forfeited as of December 31, 2021, netted with an adjustment of 12,500 previously granted.

As of December 31, 2021, there was no aggregate intrinsic value for options outstanding.