Capital Stock and Share-Based Compensation | Capital Stock and Share-Based Compensation We recognize share-based compensation expense based upon the fair value of the underlying equity award on the date of the grant. For restricted stock awards and restricted stock units, we recognize expense based upon the price of our underlying stock at the date of the grant. We have elected to use the Black-Scholes-Merton option pricing model to value any option or warrant awards granted. We recognize share-based compensation for such awards on a straight-line basis over the requisite service period of the awards. The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. The expected life is based upon historical experience of homogeneous groups within our company. We also assume an expected dividend yield of zero for all periods, as we have never paid a dividend on our common stock and do not have any plans to do so in the future. The fair values of stock options granted in each period presented were estimated using the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Risk-free rate 0.46 % — 0.69 % 2.59 % Expected volatility 62.78 % — 62.84 % 64.63 % Expected term (in years) 7 — 7 7 Stock Options A summary of the stock option activity for the nine months ended September 30, 2020 is presented below: Options Outstanding Options Exercisable Number of Price per Share Weighted Aggregate Number of Weighted Aggregate (in thousands, except share, per share and weighted-average data) Balance, January 1, 2020 3,160,397 $1.18 - $7.37 $ 2.72 $ 14,460 1,835,799 $ 2.28 $ 9,198 Granted 70,000 $6.27 - $7.59 $ 6.65 Exercised (688,495) $1.18 - $4.43 $ 2.84 Canceled (100,187) $1.27 - $4.75 $ 3.33 Balance, September 30, 2020 2,441,715 $1.18 - $7.59 $ 2.77 $ 7,971 1,396,231 $ 2.18 $ 5,323 (1) The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. The aggregate intrinsic value is based on the closing price of our common stock on the Nasdaq Capital Market, as applicable, on the respective dates. At September 30, 2020, the outstanding stock options to purchase an aggregate of 2.4 million shares had a weighted-average remaining contractual term of 6.3 years, and the exercisable stock options to purchase an aggregate of 1.4 million shares had a weighted-average remaining contractual term of 4.8 years. The fair value of shares underlying vested options was $8.3 million at September 30, 2020. The fair value of shares underlying options exercised during the nine months ended September 30, 2020 was $4.1 million. For the nine months ended September 30, 2020 and 2019 we recognized $1.5 million and $1.1 million in share-based compensation expense, respectively, which is included in our selling, general and administrative expense in the accompanying consolidated interim financial statements. We expect to recognize $2.4 million in share-based compensation expense over the weighted-average remaining service period of 2.2 years for stock options outstanding as of September 30, 2020. Restricted Stock and Restricted Stock Units Historically, we have granted shares of restricted stock to certain employees that have vested in three equal annual installments on the anniversary dates of their grant. However, beginning in 2019, we altered our approach for these grants to replace the grant of restricted stock subject to time-based vesting with the grant of a combination of restricted stock units ("RSUs") subject to time-based vesting and performance-based vesting. Each RSU represents the contingent right to receive a single share of our common stock upon the vesting of the award. For the nine months ended September 30, 2020, we granted an aggregate of 138,650 RSUs to certain employees. Of the RSUs granted during the nine months ended September 30, 2020, 76,700 of such RSUs are subject to time-based vesting and are scheduled to vest in three equal annual installments on the anniversary dates of the grant. The remaining 61,950 RSUs are performance-based awards that will vest based on our achievement of long-term performance goals, in particular, based on our levels of 2022 revenue and operating income. The 61,950 shares issuable upon vesting of the performance-based RSUs represent the maximum payout under our performance-based awards, based upon 150% of our target performance for 2022 revenue and operating income (the payout of such awards based on target performance for 2022 revenue and operating income would be 41,300 shares). In the case of the time-based and performance-based RSUs, vesting is also subject to the employee's continuous service with us through vesting. During the nine months ended September 30, 2020, 137,999 shares of restricted stock vested and 55,668 shares of RSUs issued to employees vested. In addition, in conjunction with our 2018, 2019, and 2020 Annual Meetings of Stockholders, we granted RSUs to certain members of our Board of Directors in respect of the annual equity compensation under our non-employee director compensation policy (other members of our Board of Directors elected to receive their annual equity compensation for Board service in the form of stock units under our Deferred Compensation Plan as described below). RSUs granted to our non-employee Directors vest at the earlier of the one-year anniversary of their grant or the next annual stockholders' meeting. For the nine months ended September 30, 2020, we granted 10,652 RSUs to certain non-employee members of our Board of Directors in respect of the annual equity grants pursuant to our non-employee director compensation policy. During the nine months ended September 30, 2020, 11,600 RSUs issued pursuant to our non-employee director compensation policy vested. Unamortized restricted stock and RSUs expense at September 30, 2020 that will amortize over the weighted-average remaining service period of 1.4 years totaled $1.4 million. The following table summarizes the number of unvested shares underlying our restricted stock awards and RSUs and the value of our unvested restricted stock awards and RSUs: (in thousands, except share and weighted-average share data) Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Grant Date Fair Value of Unvested Shares Balance, January 1, 2020 502,102 $ 3.32 $ 1,667 Granted 149,302 6.48 967 Vested (205,267) 2.86 (587) Balance, September 30, 2020 446,137 $ 4.58 $ 2,047 Employee Stock Purchase Plan On April 7, 2020, our board of directors approved, and on May 11, 2020, our stockholders approved, the Luna Innovations Incorporated 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The first offering period under the 2020 ESPP commenced on July 1, 2020. The 2020 ESPP grants our eligible employees a purchase right to purchase up to that number of shares of common stock purchasable either with a percentage or with a maximum dollar amount, as designed by the Board of Directors, during the period that begins on the offering date and ends on the date stated in the offering. The maximum number of shares of common stock that may be issued under the 2020 ESPP is 1,200,000 shares. The 2020 ESPP is considered a compensatory plan and the fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model and expense will be recognized over the six Non-employee Director Deferred Compensation Plan We maintain a non-employee director deferred compensation plan (the “Deferred Compensation Plan”) that permits our non-employee directors to defer receipt of certain of the compensation that they receive for serving on our board and board committees. The Deferred Compensation Plan has historically permitted the participants to elect to defer cash fees to which they were entitled for board and committee service. For participating directors, in lieu of payment of cash fees, we credit their accounts under the Deferred Compensation Plan with a number of stock units based on the trading price of our common stock as of the date of the deferral. These stock units vest immediately, although the participating directors do not receive the shares represented by such units until a future qualifying event. Pursuant to our Deferred Compensation Plan, non-employee directors can also elect to defer the receipt of some or all of the equity compensation that they receive for board and committee service. Stock units representing this equity compensation vest at the earlier of the one-year anniversary of their grant or the next annual stockholders' meeting. The following is a summary of our stock unit activity under the Deferred Compensation Plan for the nine months ended September 30, 2020: (in thousands, except stock units and weighted-average share data) Number of Stock Units Weighted Average Grant Date Fair Value per Share Intrinsic Value Outstanding Balance, January 1, 2020 629,003 $ 2.09 $ 4,585 Granted 47,015 6.70 281 Issued (47,377) 1.65 — Balance, September 30, 2020 628,641 $ 2.37 $ 3,759 As of September 30, 2020, 24,855 of the outstanding stock units had not yet vested. The following table details our equity transactions during the nine months ended September 30, 2020: Preferred Stock Common Stock Treasury Stock Additional Accumulated Deficit Total Shares $ Shares $ Shares $ $ $ $ (in thousands, except share data) Balance, January 1, 2020, as previously reported — $ — 30,149,105 $ 32 1,639,791 $ (4,337) $ 88,022 $ (16,248) $ 67,469 Exercise of stock options — — 316,504 — — — 1,198 — 1,198 Share-based compensation — — 55,668 — — — 502 — 502 Net income — — — — — — — (1,116) (1,116) Forfeitures of restricted stock — — (34,700) — — — (276) — (276) Balance, March 31, 2020 — $ — 30,486,577 $ 32 1,639,791 $ (4,337) $ 89,446 $ (17,364) $ 67,777 Exercise of stock options — — 346,461 — — — 726 — 726 Share-based compensation — — 11,600 — — — 465 — 465 Deferred compensation issuance — — 47,377 — — — 78 — 78 Net income — — — — — — — 1,369 1,369 Forfeitures of restricted stock — — (61,530) — — — (410) — (410) Purchase of treasury stock — — (32,950) — 32,950 (204) — — (204) Balance, June 30, 2020 — $ — 30,797,535 $ 32 1,672,741 $ (4,541) $ 90,305 $ (15,995) $ 69,801 Exercise of stock options — — 25,530 1 — — 33 — 34 Share-based compensation — — — — — — 571 — 571 Net income — — — — — — — 3,102 3,102 Forfeitures of restricted stock — — 14,700 — — — 125 — 125 Purchase of treasury stock — — (14,700) — 14,700 (125) — — (125) Balance, September 30, 2020 — $ — 30,823,065 $ 33 1,687,441 $ (4,666) $ 91,034 $ (12,893) $ 73,508 The following table details our equity transactions during the nine months ended September 30, 2019: Preferred Stock Common Stock Treasury Stock Additional Accumulated Deficit Total Shares $ Shares $ Shares $ $ $ $ (in thousands, except share data) Balance, January 1, 2019, as previously reported 1,321,514 $ 1 27,956,401 $ 30 1,253,105 $ (2,117) $ 85,745 $ (21,305) $ 62,354 Exercise of stock options — — 189,312 — — — 185 — 185 Share-based compensation — — — — — — 343 — 343 Stock dividends to Carilion Clinic — — — — — — 83 (83) — Net income — — — — — — — 1,126 1,126 Balance, March 31, 2019 1,321,514 $ 1 28,145,713 $ 30 1,253,105 $ (2,117) $ 86,356 $ (20,262) $ 64,008 Exercise of stock options — — 207,786 — — — 182 — 182 Share-based compensation — — — — — — 378 — 378 Stock dividends to Carilion Clinic — — — — — — 90 (90) — Net income — — — — — — — 841 841 Purchase of treasury stock — — (52,733) — 52,733 (220) — — (220) Balance, June 30, 2019 1,321,514 $ 1 28,300,766 $ 30 1,305,838 $ (2,337) $ 87,006 $ (19,511) $ 65,189 Exercise of stock options — — 83,204 1 — — 70 — 71 Share-based compensation — — 16,286 — — — 420 — 420 Stock dividends to Carilion Clinic — — 770,454 — — — 113 (113) — Preferred stock to common stock conversion (1,321,514) (1) 1,321,514 1 — — — — — Net income — — — — — — — 1,230 1,230 Purchase of treasury stock — — (333,953) — 333,953 (2,000) — — (2,000) Balance, September 30, 2019 — $ — 30,158,271 $ 32 1,639,791 $ (4,337) $ 87,609 $ (18,394) $ 64,910 |