Note 9 - Incentive Plans

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 9. Incentive Plans

401(k) Plan. The HighPeak Energy Employees, Inc 401(k) Plan (the “401(k) Plan”) is a defined contribution plan established under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"). All regular full-time and part-time employees of the Company are eligible to participate in the 401(k) Plan after three continuous months of employment with the Company. Participants may contribute up to 80 percent of their annual base salary into the 401(k) Plan. Matching contributions are made to the 401(k) Plan in cash by the Company in amounts equal to 100 percent of a participant’s contributions to the 401(k) Plan up to four percent of the participant’s annual base salary (the “Matching Contribution”). Each participant’s account is credited with the participant’s contributions, Matching Contributions and allocations of the 401(k) Plan’s earnings. Participants are fully vested in their account balances at their eligibility date. During the three months ended March 31, 2022 and 2021, the Company contributed $76,000 and $56,000 to the 401(k) Plan, respectively.

Long-Term Incentive Plan. The Company’s Amended & Restated Long Term Incentive Plan (“LTIP”) provides for the grant of stock options, dividend equivalents, cash awards and substitute awards to officers and employees of the Company, as well as stock awards to directors of the Company. The number of shares available for grant pursuant to awards under the LTIP as of March 31, 2022 are as follows:

	March 31, 2022
Approved and authorized awards		13,174,746
Awards issued under plan		(11,607,006	)
Awards available for future grant		1,567,740

Stock Options. Stock option awards were granted to employees on August 24, 2020 and November 4, 2021. Stock-based compensation expense related to the Company’s stock option awards for the three months ended March 31, 2022 and 2021 was $525,000 and $966,000, respectively, and as of March 31, 2022 and December 31, 2021 there was $1.3 million and $1.8 million, respectively, of unrecognized stock-based compensation expense related to unvested stock option awards. The unrecognized compensation expense will be recognized on a straight-line basis over the remaining vesting periods of the awards, which is a period of less than two years.

The Company estimates the fair values of stock options granted on the grant date using a Black-Scholes option valuation model, which requires the Company to make several assumptions. The expected term of options granted was determined based on the simplified method of the midpoint between the vesting dates and the contractual term of the options. The risk-free interest rate is based on the U.S. treasury yield curve rate for the expected term of the option at the date of grant and the volatility was based on the volatility of either an index of exploration and production crude oil and natural gas companies or on a peer group of companies with similar characteristics of the Company on the date of grant since the Company had minimal or did not have any trading history. More detailed stock options activity and details are as follows:

	Stock Options			Exercise Price		Remaining Term in Years		Intrinsic Value (in thousands)
Outstanding at December 31, 2020		9,705,495		$	10.00		9.7	$	57,942
Awards granted		442,500		$	14.36
Exercised		(154,268	)	$	10.00
Forfeitures		(10,000	)	$	10.00
Outstanding at December 31, 2021		9,983,727		$	10.19		8.7	$	44,395
Exercised		(7,500	)	$	10.00
Outstanding at March 31, 2022		9,976,227		$	10.19		7.8	$	119,781
Vested at December 31, 2021		8,551,070		$	10.13		8.7	$	38,556
Exercisable at December 31, 2021		8,551,070		$	10.13		8.7	$	38,556
Vested at March 31, 2022		8,543,570		$	10.13		7.8	$	103,110
Exercisable at March 31, 2022		8,543,570		$	10.13		7.8	$	103,110

Restricted Stock Issued to Employee Members of the Board. A total of 1,500,500 shares of restricted stock was approved by the board of directors to be granted to certain employee members of the board of the Company on November 4, 2021, which vest on the three-year anniversary of such grant assuming the employees remain in his or her position as of the anniversary date. Therefore, stock-based compensation expense of $1.8 million was recognized during the three months ended March 31, 2022 and the remaining $18.6 million will be recognized over the remaining restricted period, which was based upon the closing price of the stock on the date of the restricted stock issuance. The Company also entered into contractual equity-based bonuses with certain non-director employees of the Company whereby they will be eligible for a cash bonus on the three-year anniversary of such contract equal to the product of a total of 600,000 shares of stock times the closing stock price on said anniversary assuming the employees remain in his or her position as of the anniversary date plus accrued dividends. Therefore, stock-based compensation expense of $1.4 million was recognized during the three months ended March 31, 2022, and the remaining $11.5 million based on the closing stock price as of March 31, 2022 of $22.20 per share will be recognized over the remaining life of the contract.  Since these awards are not considered equity awards, but rather liability awards, this liability of $1.9 million and $488,000 is carried in other noncurrent liabilities on the accompanying balance sheet as of March 31, 2022 and December 31, 2021, respectively.

Stock Issued to Outside Directors. A total of 67,779 shares of restricted stock was approved by the board of directors to be granted to the outside directors of the Company on June 1, 2021, which vested in January 2022. Therefore, the remaining stock-based compensation expense of $284,000 was recognized during the three months ended March 31, 2022, which was based upon the closing price of the stock on the date of the restricted stock issuance.