Stock-Based Compensation and Stock Repurchases

3 Months Ended

Mar. 31, 2025

Stock-Based Compensation and Stock Repurchases [Abstract]

Stock Based Compensation And Employee Stock Option Plan

Note 18 – Stock-Based Compensation and Stock Repurchases

Employee and Director Stock Incentive Plan

2020 Stock Incentive Plan

On November 4, 2020, our Company enacted the 2020 Stock Incentive Plan, which was also approved by our Company’s stockholders on December 8, 2020 (as amended, the “2020 Plan”). Under the 2020 Plan, the number of permitted authorized shares for issuance was originally set at 1,250,000, plus any shares reserved for awards outstanding under the 2010 Plan that were subsequently forfeited (for

instance, through a then outstanding out of the money option) or if the related shares are repurchased, a corresponding number of shares would automatically become available for issuance under the 2020 Plan. On December 7, 2023, our Company’s stockholders, upon recommendation of our Company’s board of directors, approved the First Amendment to the 2020 Stock Incentive Plan, increasing the number of shares of Class A Common Stock reserved for issuance under the 2020 Plan by an additional 971,807 shares. On December 5, 2024, the Company’s stockholders, upon recommendation of the Company’s board of directors, approved the Second Amendment to the 2020 Stock Incentive Plan, increasing the number of Class A Common Stock reserved for issuance under the 2020 Plan by an additional 3,500,000 shares.

Under the 2020 Plan, the Company may grant stock options and other share-based payment awards of our Class A Common Stock to eligible employees, directors and consultants. At March 31, 2025, there were 5,721,807 shares of Class A Common Stock available for issuance under the 2020 Plan.

Stock options are granted at exercise prices equal to the grant-date market prices and typically expire on either the fifth or tenth anniversary of the grant date. In contrast to a stock option where the grantee buys our Company’s share at an exercise price determined on the grant date, a restricted stock unit (“RSU”) entitles the grantee to receive one share for every RSU based on a vesting plan, typically between one year and four years from grant. As discussed further below, a performance component has been added to certain of the RSUs or options granted to management. At the time the options are exercised or RSUs vest and are settled, at the discretion of management, we will issue treasury shares or make a new issuance of shares to the option or RSU holder.

Stock Options

We have estimated the grant-date fair value of our stock options using the Black-Scholes option-valuation model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility, and the expected life of the options. We expensed the estimated grant-date fair values of options over the vesting period on a straight-line basis. Based on our historical experience, the “deemed exercise” of expiring in-the-money options and the relative market price to strike price of the options, we have not estimated any forfeitures of vested or unvested options.

For the quarter ended March 31, 2025, we recorded a compensation expense of $299,000, with respect to our prior stock option grants. For the quarter ended March 31, 2024, we recorded a compensation expense of $49,000, with respect to our prior stock option grants At March 31, 2025, the total unrecognized estimated compensation expense related to non-vested stock options was $470,000, which we expect to recognize over a weighted average vesting period of 0.75 years. The intrinsic, unrealized value of all options outstanding vested and expected to vest, at March 31, 2025, was nil, as the closing price of our Class A Common Stock on that date was $1.39.

The following table summarizes the number of options outstanding and exercisable as of March 31, 2025, and December 31, 2024:

	Outstanding Stock Options - Class A Shares
	Number ‎of Options	Weighted ‎Average ‎Exercise Price		Weighted ‎Average ‎Remaining ‎Years of ‎Contractual ‎Life	Aggregate ‎Intrinsic ‎Value
	Class A	Class A		Class A	Class A
Balance - December 31, 2023	412,779	$	14.19	1.79	$	—
Granted	1,499,755		1.49	—		—
Exercised	—		—	—		—
Forfeited	(205,122)		—	—		—
Balance - December 31, 2024	1,707,412	$	1.63	9.44	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	—		—	—		—
Balance - March 31, 2025	1,707,412	$	1.54	9.19	$	—

Restricted Stock Units

The following table summarizes the status of RSUs granted to date as of March 31, 2025:

	Restricted Stock Units
	RSU Grants (in units)			Vested,	Unvested,	Forfeited,
Grant Date	Directors	Management	Total ‎Grants	March 31, ‎2025	March 31, ‎2025	March 31, ‎2025
Opening balance	339,438	1,222,252	1,561,690	1,169,564	280,253	111,874
April 11, 2023	—	413,536	413,536	146,714	257,790	9,032
April 21, 2023	—	237,719	237,719	79,328	149,866	8,525
April 28, 2023	—	20,427	20,427	5,109	15,318	—
Total	339,438	1,893,934	2,233,372	1,400,715	703,227	129,431

Time vested RSU awards to management typically vest 25% on the anniversary of the grant date and the remainder over a period of four years. Beginning in 2020, a performance component has been added to certain management equity grants, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. From 2021 onwards, RSUs have two vesting structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period of four years, with the remaining 25% contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the date of the grant. In the case of our Chief Executive Officer, RSUs vest 50% evenly over a period of four years with the remaining 50%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the grant date. In 2024, our Board of Directors determined that our Company was not in a position to pay cash bonuses that would have been otherwise earned by our executive officers.

For the quarter ended March 31, 2025, we recorded compensation expense of $301,000. For the quarter ended March 31, 2024, we recorded compensation expense of $628,000. The total unrecognized compensation expense related to the non-vested RSUs was $3.0 million as of March 31, 2025, which we expect to recognize over a weighted average vesting period of 0.85 years.

Stock Repurchase Program

Our Stock Repurchase Program expired on March 10, 2024. It has not been renewed. No stock has been repurchased by our Company since March 10, 2020.