Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Performance and Incentive Pay Plan (“PIPP”)

On June 2, 2022, the Company’s stockholders approved an amendment to the PIPP that increased the number of authorized shares of common stock available for issuance by 12.0 million shares of common stock. As a result, 14,508,002 shares are authorized for issuance under the PIPP. As of March 31, 2023, all awards granted under the PIPP were in the form of restricted stock units to employees, directors, or consultants of the Company. As of March 31, 2023, there were 9,515,090 shares available for issuance under the PIPP.

For restricted stock units granted prior to August 2020, a price per share was not determined upon the grant date. The number of shares of common stock of the Company to be issued upon vesting was calculated on the vesting date, that was either the second or third anniversary of the date of the grant, or the annual date the compensation committee determined the achievement of the corporate performance targets. Such unvested restricted stock unit awards were included in Other liabilities until each vesting date when the amount was transferred to Additional paid-in capital. As of March 31, 2023, there were no remaining restricted stock unit grants outstanding required to be accounted for as Other liabilities. Prior to each vesting date, the Company estimated the number of shares of common stock to be issued upon vesting using the closing share price of its common stock on the last day of each reporting period as quoted on the Nasdaq Capital Market.

The following table summarizes the Company’s unvested share awards outstanding under the PIPP:


	Three Months Ended March 31,
	2023	2022
Unvested at beginning of year(1)	3,547,153	2,210,911

Impact of fluctuations in share price(2)	—	(770,806)
Canceled/forfeited	(62,823)	(61,550)
Vested(3)	(91,654)	(226,283)
Unvested end of period(1)	3,392,676	1,152,272

(1)As of March 31, 2022 unvested at the beginning of year and unvested end of period includes liability-based awards for which the number of units awarded was not determined until the vesting date. The number of liability-based award units included in this amount are estimated using the market value of the Company’s common shares as of the end of each reporting period.

(2)As of March 31, 2022 the impact of fluctuations in share price represents the difference between liability-based awards estimated as of March 31, 2022 and December 31, 2021.

(3)As of March 31, 2023, 122,806 restricted stock units vested (including 31,152 restricted stock units with a vesting date of December 31, 2022 and 91,654 restricted stock units with a vesting date of March 15, 2023) and the corresponding issuance of shares of common stock was deferred as the Company was under a trading blackout as of the date of vesting. The shares of common stock will be issued upon expiration of the trading blackout.