Stock Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Overview

We are currently authorized to grant and have available for grant the following number of shares under our stock plans as of December 31, 2024:


	Authorized Shares	Available for Grant
Plan		2024	2023
1996 Discounted Employee Stock Purchase Plan, as amended	2,900,000	709,000	826,000
2020 Equity and Cash Incentive Plan	7,145,000	2,033,000	3,281,000
Total	10,045,000	2,742,000	4,107,000

During 2020 the Stockholders approved a new 2020 Equity and Cash Incentive Plan (“ECIP”) and funded it with 2.7 million of newly issuable shares. On August 11, 2020 4.1 million shares were registered under the 2020 ECIP, consisting of the newly issuable shares as well as 1.4 million of the shares that remained available for grant under the 2009 ECIP as of that date. On May 16, 2023 the Stockholders approved additional 3.0 million shares to be registered under the 2020 ECIP.

Stock Awards

In 2024 the Compensation Committee of our Board of Directors (the “Committee”) authorized awards from approved stock incentive plans of RSAs to non-employee directors and RSUs and PSUs to certain employees and Company officers, which, assuming that performance under the PSUs at target levels, together totaled 781,000 shares and had an aggregate grant date market value of $16.2 million. The PSUs granted in 2024 (“2024 Annual PSU”) have a one-year performance period and are based on attaining specified levels of revenue growth and specified levels of EBITDA, as defined in the PSU grant documents, for the 2024 calendar year. If the highest performance threshold was met, the 2024 Annual PSU represented the right to receive up to 150% of the target number of shares of common stock. The 2024 Annual PSU earned approximately 104% of the target number of shares and was subsequently modified during February 2025 to earn approximately 130% of the target number of shares.

In 2023 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors and RSUs and PSUs to certain employees and Company officers, which, counting PSUs at target levels, together totaled 681,000 shares and had an aggregate grant date market value of $9.7 million. Two types of PSUs were granted in 2023, an annual grant (“2023 Annual PSU”) with a one-year performance period and an LTIP PSU grant (“2023 LTIP PSU”) with a one-year performance period. If the highest performance threshold was met, the 2023 Annual PSU represented the right to receive up to 150% of the target number of shares of common stock. The performance component of the 2023 Annual PSU was based on attaining specified levels of revenue growth and specified levels of EBITDA, as defined in the PSU grant documents, for the 2023 calendar year. The 2023 Annual PSU earned approximately 148% of the target number of shares. If the highest performance threshold was met, the 2023 LITP PSU grant represented a right to receive up to 200% of the target number of shares of common stock. The 2023 LTIP PSU grant earned approximately 200% of target number of shares.

In 2022 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors and RSUs and PSUs to certain employees and Company officers, which, counting PSUs at target levels, together totaled 871,000 shares and had an aggregate grant date market value of $13.5 million. Two types of PSUs were granted in 2022, an annual grant (“2022 Annual PSU”) with a one-year performance period and an LTIP PSU grant (“2022 LTIP PSU”) with a one-year performance period. If the highest performance threshold was met, the 2022 Annual PSU represented the right to receive up to 150% of the target number of shares of common stock. The performance component of the 2022 Annual PSU was based on attaining specified levels of revenue growth and specified levels of EBITDA, as defined in the PSU grant documents, for the 2022 calendar year. The 2022 Annual PSU earned approximately 51% of the target number of shares and was subsequently modified on February 13, 2023 to earn approximately 89% of the target number of shares. If the highest performance threshold was met, the 2022 LITP PSU grant represented a right to receive up to 200% of the target number of shares of common stock. The 2022 LTIP PSU grant earned approximately 140% of target number of shares.

A summary of the RSA activity for the year ended December 31, 2024 is presented below:


RSAs	Shares	Weighted Average Grant Date Fair Value
Unvested at December 31, 2023	156,000	$	20.11
Granted	50,000	23.85
Vested	(156,000)	20.11
Forfeited	—	—
Unvested at December 31, 2024	50,000	$	23.85

The weighted average per share grant date fair value of RSAs granted during 2023 and 2022 were $15.45 and $17.91, respectively. The total fair value of RSAs that vested during 2024, 2023 and 2022 was $3.3 million, $1.8 million and $1.8 million, respectively.

A summary of the RSU activity for the year ended December 31, 2024 is presented below:


RSUs	Units	Weighted Average Grant Date Fair Value
Unvested at December 31, 2023	879,000	$	14.75
Granted	500,000	20.55
Vested	(178,000)	17.67
Forfeited	(30,000)	17.31
Unvested at December 31, 2024	1,171,000	$	16.72

The weighted average per share grant date fair value of RSUs granted during 2023 and 2022 were $14.59 and $14.55, respectively. The total fair value of RSUs that vested during 2024, 2023 and 2022 was $3.7 million, $1.7 million and $1.9 million, respectively.

A summary of the PSU activity for the year ended December 31, 2024 is presented below:


PSUs	Units	Weighted Average Grant Date Fair Value
Unvested at December 31, 2023	266,000	$	16.94
Granted	341,000	19.79
Vested	(285,000)	18.67
Forfeited	(3,000)	13.39
Unvested at December 31, 2024	319,000	$	18.48

The weighted average per share grant date fair value of PSUs granted during 2023 and 2022 was $14.43 and $18.93, respectively. The total fair value of PSUs that vested during 2024, 2023 and 2022 was $5.6 million, $2.8 million and $2.1 million, respectively.

Stock Options

The Committee did not authorize any grants of stock options during 2024. The Committee authorized grants of stock options from approved stock incentive plans to certain Company officers and employees totaling 110,000, and 1,031,000 shares in 2023 and 2022, respectively, with exercise prices equal to the stock prices on the respective grant dates.

A summary of stock option activity for the year ended December 31, 2024 is presented below:


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in years	Aggregate Intrinsic Value








Outstanding at December 31, 2023	1,878,000	$	18.16
Granted	—	—
Exercised	(232,000)	17.15
Forfeited	—	—
Expired	(19,000)	28.27
Outstanding at December 31, 2024	1,627,000	$	18.19	3.6	$	17,048,000
Vested and expected to vest	1,627,000	$	18.19	3.6	$	17,048,000
Exercisable at December 31, 2024	1,242,000	$	19.44	3.3	$	11,490,000

The weighted average per share grant date fair value of stock options granted during 2023 and 2022 was $7.87 and $5.31, respectively. The total intrinsic value of options exercised during 2024, 2023 and 2022 was $0.3 million, $0.7 million, and $1.1 million, respectively. The intrinsic value is the difference between the market value of the shares on the exercise date and the exercise price of the option.

Employees purchased common stock totaling 118,000, 141,000 and 95,000 shares in 2024, 2023 and 2022, respectively, through our ESPP.

Stock Compensation Expense

The following weighted-average assumptions were used to determine the fair value of options:


	Year Ended December 31,
	2024		2023		2022
	Stock Options	ESPP Options	Stock Options	ESPP Options	Stock Options	ESPP Options
Expected life of options	N/A	0.5 Years	5.0 Years	0.5 Years	5.0 Years	0.5 Years
Expected stock price volatility	N/A	43%	45%	57%	40%	40%
Risk-free interest rate	N/A	5.30%	4.11%	5.03%	3.58%	1.34%

The following table summarizes stock compensation expense and the associated income tax benefits recognized (in thousands):


	Year Ended December 31,
	2024		2023		2022
RSA, RSU, and PSU expense	$	12,543	$	11,875	$	10,351
Stock option and ESPP option expense	2,425		3,271		2,591
Total stock compensation expense	$	14,968	$	15,146	$	12,942

For the years ended December 31, 2024, 2023 and 2022, we recognized tax benefits on total stock compensation expense, which are reflected in Income tax expense in the Consolidated Statements of Operations and Comprehensive Loss, of $2.4 million, $3.2 million, and $2.7 million, respectively.

Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, RSUs, PSUs, and stock options issued in each respective year, as well as those issued in prior periods that continue to vest during the period, and compensation related to our ESPP. These amounts were recorded as stock compensation expense and were subject to our normal allocation of expenses to inventory costs and deferred preservation costs. We capitalized $0.7 million, $0.7 million, and $0.6 million in the years ended December 31, 2024, 2023 and 2022, respectively, of the stock compensation expense into our inventory costs and deferred preservation costs.

As of December 31, 2024 we had total unrecognized compensation expense of $12.4 million related to RSAs, RSUs, and PSUs and $1.3 million related to unvested stock options. As of December 31, 2024 this expense is expected to be recognized over a weighted-average period of 1.32 years for RSUs, 0.86 years for stock options, 0.85 years for PSUs, and 0.41 years for RSAs.