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Share-Based Compensation
 12 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation
Note 13. Share-based Compensation
Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan
On June 20, 2017 (the “Effective Date“), the Company’s stockholders approved the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the “Original 2017 Plan”), which was subsequently amended to increase the number of shares of Common Stock available for grant to 3,550,000 shares of Common Stock plus the number of shares of Common Stock subject to the outstanding prior plan awards. The plan may also be utilized to award and incentive non-employee consultants.
The Amended 2017 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance shares and other stock- or cash-based awards to eligible participants. Non-employee directors, employees and non-employee consultants of the Company or any of its subsidiaries are eligible to receive awards under the Amended 2017 Plan. Subject to certain limitations, shares of Common Stock covered by awards granted under the Amended 2017 Plan that are forfeited, expire or lapse, or are repurchased for or paid in cash, may be used again for new grants under the Amended 2017 Plan. As of June 30, 2025, there were 974,480 shares that remain available under the Amended 2017 Plan including shares that were forfeited under the Prior Plans for future issuance. Shares of Common Stock granted under the Amended 2017 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. In no event will more than 3,550,000 shares of Common Stock be issuable pursuant to the exercise of incentive stock options under the Amended 2017 Plan. The Amended 2017 Plan also includes limits on the aggregate grant date fair value of all equity-based awards granted to any non-employee director during any calendar year for services as a member of the Board.
The Amended 2017 Plan contains a minimum vesting requirement, subject to limited exceptions, that awards made under the Amended 2017 Plan may not vest earlier than the date that is one year following the grant date of the award. The Amended 2017 Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements.
The Amended 2017 Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the applicable participant. In addition, the administrator may not, without the approval of the Company’s stockholders, authorize certain re-pricings of any outstanding stock options or stock appreciation rights granted under the Amended 2017 Plan. The Amended 2017 Plan will expire on June 20, 2027.
Farmer Bros. Co. 2020 Inducement Incentive Plan
In March 2020, the Company’s Board of Directors approved the Farmer Bros. Co. 2020 Inducement Incentive Plan (the “2020 Inducement Plan”). The 2020 Inducement Plan’s purpose is to enhance the Company’s ability to attract persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Awards under the 2020 Inducement Plan has the same terms and conditions as the Amended 2017 Plan. The Board of Directors has reserved 300,000 shares of the Company’s Common Stock for issuance under the 2020 Inducement Plan. As of June 30, 2025, there were 6,246 shares that remain available under the 2020 Inducement Plan for future issuance.
Non-qualified stock options with time-based vesting (“NQOs”)
One-third of the total number of NQO vest ratably on each of the first three anniversaries of the grant date, contingent on continued employment, and subject to accelerated vesting in certain circumstances.
There were no options granted during fiscal years ended June 30, 2025 and 2024.
The following table summarizes NQO activity for the year ended June 30, 2025:
Outstanding NQOs:Number of NQOsWeighted Average Exercise Price ($)Weighted Average Remaining Life (Years)Aggregate Intrinsic Value ($ in thousands)
Outstanding at June 30, 202419,450 17.752.14— 
Granted— ——— 
Exercised— ——— 
Cancelled/Forfeited— ——— 
Expired(1,343)31.70—— 
Outstanding at June 30, 202518,107 16.721.05— 
Exercisable, June 30, 202518,107 16.721.05— 
The aggregate intrinsic values outstanding at the end of each fiscal period in the table above represent the total pretax intrinsic value, based on the Company’s closing stock price of $1.37 at June 30, 2025 and $2.68 at June 30, 2024, representing the last trading day of the respective fiscal years, which would have been received by NQO holders had all award holders exercised their NQOs that were in-the-money as of those dates. The aggregate intrinsic value of NQO exercises in each fiscal
period above represents the difference between the exercise price and the value of the Common Stock at the time of exercise. NQOs outstanding that are expected to vest are net of estimated forfeitures.
There were no NQOs exercised during fiscal year ended June 30, 2025. The Company received no proceeds from exercises of vested NQOs in fiscal 2025 and 2024.
As of June 30, 2025 and 2024, respectively, there was no unrecognized compensation cost related to NQOs. There was no compensation expense for NQOs in fiscal 2025 and 2024, respectively.
Restricted Stock Units ("RSUs")
RSU awards cliff vest on the earlier of the one year anniversary of the grant date or the date of the first annual meeting of the Company’s stockholders immediately following the grant date, in the case of non-employee directors, and the third anniversary of the grant date, in the case of eligible employees, in each case subject to continued service to the Company through the vesting date and the acceleration provisions of the award plan and RSU agreement. RSUs are expected to vest net of estimated forfeitures.
The following table summarizes RSU activity for the year ended June 30, 2025:
Outstanding and Nonvested RSU:
Shares AwardedWeighted Average Grant Date Fair Value ($)
Outstanding at June 30, 2024662,661 3.72
Granted620,000 2.19
Vested(382,644)3.94
Cancelled/Forfeited(96,842)2.89
Outstanding and nonvested June 30, 2025803,175 2.54
The weighted average grant date fair value of RSUs granted during the years ended June 30, 2025 and 2024 were $2.19, and $3.02, respectively. The total grant-date fair value of restricted stock granted during the year ended June 30, 2025 was $1.4 million. The total fair value of awards vested during the years ended June 30, 2025 and 2024 were $0.8 million and $1.3 million, respectively.
As of June 30, 2025 and 2024, there was $1.3 million and $1.7 million, respectively, of unrecognized compensation cost related to RSUs. The unrecognized compensation cost related to RSUs at June 30, 2025 is expected to be recognized over the weighted average period of 0.99 years. Total compensation expense for restricted stock was $1.3 million and $1.7 million, for the fiscal years ended June 30, 2025 and 2024, respectively.
Performance-Based Restricted Stock Units (“PBRSUs”)
PBRSU awards either cliff vest on the third anniversary of the date of grant based on the Company’s achievement of certain financial performance goals during the performance periods or certain PBRSU awards vest based on the achievement of a share price target before the third anniversary of the date of the grant. All PBRSU awards are subject to certain continued employment conditions and subject to acceleration provisions of the award plan and restricted stock unit agreement. At the end of the performance period, the number of PBRSUs that actually vest will be a percentage of the target amount, depending on the extent to which the Company meets or exceeds the achievement of those financial performance goals measured over the performance period. PBRSUs are expected to vest net of estimated forfeitures.
The following table summarizes PBRSU activity for the year ended June 30, 2025:
Outstanding and Nonvested PBRSUs:
PBRSUs AwardedWeighted Average Grant Date Fair Value ($)
Outstanding at June 30, 2024394,576 2.95
Granted584,741 2.20
Vested— —
Cancelled/Forfeited(145,000)2.31
Outstanding and nonvested June 30, 2025834,317 2.53
The weighted average grant date fair value of PBRSUs granted during the years ended June 30, 2025 and 2024 were $2.20 and $2.95, respectively. The total grant-date fair value of PBRSUs granted during the year ended June 30, 2025 was $1.3 million. There were no vested PBRSU's during the year ended June 30, 2024.
As of June 30, 2025 and 2024, there was $1.3 million and $0.9 million, respectively, of unrecognized compensation cost related to PBRSUs. The unrecognized compensation cost related to PBRSUs at June 30, 2025 is expected to be recognized over the weighted average period of 2.03 years. Total compensation expense for PBRSUs was $0.7 million for the year ended June 30, 2025 and $0.5 million for the year ended June 30, 2024.
Cash-Settled Restricted Stock Units (“CSRSUs”)
In December 2020, the Company granted CSRSUs under the Amended 2017 Plan to certain employees. CSRSUs vest in
equal installments over a three-year period from the grant date, and are cash-settled upon vesting based on the Common Stock's closing share price on the vesting date.
The CSRSUs are accounted for as liability awards, and compensation expense is measured at fair value on the date of grant and recognized on a straight-line basis over the vesting period net of forfeitures. Compensation expense is remeasured at each reporting date with a cumulative adjustment to compensation cost during the period based on changes in the Common Stock's closing share price.
The following table summarizes CSRSU activity during the year ended June 30, 2025:
Outstanding and Nonvested CSRSUs:
CSRSUs AwardedWeighted Average Grant Date Fair Value ($)
Outstanding at June 30, 2024619,327 2.94
Granted602,000 2.13
Vested(211,673)3.27
Cancelled/Forfeited(228,391)2.47
Outstanding and nonvested June 30, 2025781,263 2.36
The weighted average grant date fair value of CSRSUs granted during the years ended June 30, 2025 and 2024 were $2.13 and $2.50, respectively. The total grant-date fair value of CSRSUs granted during the year ended June 30, 2025 was $1.3 million. The total fair value of awards vested during the years ended June 30, 2025 and 2024 was $0.4 million and $0.2 million, respectively.
At June 30, 2025 and 2024, there was $0.8 million and $1.6 million, respectively, of unrecognized compensation cost related to CSRSU. The unrecognized compensation cost related to CSRSU at June 30, 2025 is expected to be recognized over the weighted average period of 1.17 years. Total compensation expense for CSRSUs was $0.6 million and $0.5 million for the years ended June 30, 2025 and 2024, respectively.