On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”)) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, will be eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 0.8 million. The 2020 Plan terminates on June 24, 2030.

The participants have no rights of a stockholder with respect to the RSUs, including the right to vote and the right to receive distributions or dividends until the shares become vested and settled. The settlement occurs after the vesting date and shall represent the right to receive one Share of Class A of common stock. RSUs awards provide for accelerated vesting if there is a change in control.

The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. The risk-free rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. We recognize forfeitures and/or cancellations based on an actual occurrence.

The fair value of non-vested stock is determined based on the closing trading price of the Company’s stock on the grant date and are amortized over the award’s service period. At December 31, 2023, total unamortized Stock-based compensation expense related to restricted stock and options was $3.1 million, which will be recognized over a weighted-average remaining period of 1.65 years.

Stock awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those stock awards vest on 3 to 4 years of continuous service, depending on when the award was granted, and have 10-year contractual terms. The 2020 Plan allows employees’ vesting rights after each year for completed service to the Company.

On October 28, 2020, the Board of Directors of DMS Inc. approved the grant of approximately 80 thousand RSUs, including 4 thousand units granted for Directors under the 2020 Plan. The RSUs vest one-third each year based on three years of continuous service starting with July 16, 2021 through July 16, 2023. The related Stock-based compensation expense is recognized on a straight-line basis over the vesting period. The 2020 Plan provides Directors’ and employees’ vesting rights after each year for completed service to the Company. The related costs were approximately $3.1 million and $6.7 million for the year December 31, 2023 and 2022, respectively, and are included in Salaries and related costs within the consolidated statements of operations.

On April 12, 2022, the Board approved the grant of 50.8 thousand RSUs consisting of 25 thousand performance-based vesting RSUs (“PRSUs”) and 25.4 thousand time-based vesting RSUs (“TRSUs”) to executive management and certain key employees under the 2020 Plan. On July 1, 2022, the Board voted to award 22.0 thousand RSUs consisting of 10.9 thousand PRSUs and

10.9 thousand TRSUs to executive management under the 2020 Plan. The TRSUs vest one-fourth each year based on four years of continuous service starting with April 12, 2022, through April 12, 2026. The PRSUs vest one-fourth each calendar year from 2022 through 2026 based continuous service and subject to certain performance metrics of the Company during 2022, which the Company re-evaluates the probability of achievement on a quarterly basis. The TRSU’s related stock-based compensation expense is recognized on a straight-line basis over the vesting period. The PRSU awards’ expense is recognized on an accelerated basis over the vesting period.

On August 4, 2022, the Board approved the grant of an aggregate of 3.5 thousand RSUs to the Company’s non-employee directors under the 2020 Plan. The RSUs were to vest on the date of the annual shareholder’s meeting or on the anniversary of the award, whichever occurs first, and the related Stock-based compensation expense was recognized on a straight-line basis over the vesting period.


	Number of Restricted Stock	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2022	96	$	119.70
Granted	76	40.65
Vested	48	115.50
Forfeited/Canceled	24	81.75
Outstanding at December 31, 2022	100	$	70.95


Granted	—	$	—
Vested	31	94.31
Forfeited/Canceled	30	46.18
Outstanding at December 31, 2023	39	$	79.05
Vested as of December 31, 2023	119	$	107.86

As of December 31, 2023, the total number of awards issued to other nonemployee consultants for advisory and consulting services were 2,036 restricted stock units and 5,726 stock options that represent total Stock-based compensation grant date fair value of $1.8 million, for which $1.6 million has been recorded for services provided to date.

The participants have no rights of a stockholder with respect to the stock options, including the right to vote and the right to receive distributions or dividends until the shares become vested and exercised. The exercise occurs after the vesting date and the participant may exercise the option by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by full payment of the exercise price or by means of a broker-assisted cashless exercise. Stock option awards provide for accelerated vesting if there is a change in control.

The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton valuation method, which uses the assumptions noted in the following table. Because Black-Scholes-Merton option valuation models incorporate ranges of assumption for inputs, the selected inputs are disclosed below. Expected volatilities are based on implied volatilities from traded options on the Company’s peer group. The expected term is calculated using the simplified method, due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns.


	Number of Stock Options	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in Years)	Total Intrinsic Value of Restricted Stock Options Exercisable
Outstanding at January 1, 2022	139	$	58.80	6.1 years	$	—
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited/expired	16	58.20		—	—
Outstanding at December 31, 2022	123	$	50.25	6.8 years	$	—


Granted	—	$	—	—	$	—
Exercised	—	—		—	—
Forfeited/expired	25	59.05		—	—
Outstanding at December 31, 2023	98	$	59.10	7.0 years	$	—
Exercisable at December 31, 2023	53	$	58.77	7.0 years	$	—