Stockholders' Equity | Stockholders’ Equity Equity Incentive Plans In April 2016, we adopted our 2016 Equity Incentive Plan (the "2016 Plan") as a successor to the 2006 Plan. Under the 2016 Plan, our Board of Directors is authorized to grant both incentive and non-statutory stock options to purchase common stock and restricted stock awards to our employees, directors, and consultants. The 2016 Plan provides for the issuance of 3,500,000 shares plus any amounts forfeited from grants under the 2006 Plan after the expiration date of the 2006 Plan. Options generally have a life of 10 years and exercise price equal to or greater than the fair market value of the Common Stock as determined by the Board of Directors. Vesting typically occurs over a four-year period. The following table sets forth the activity of the options to purchase common stock under the 2006 Plan and the 2016 Plan. The prices represent the closing price of our Common Stock on the Nasdaq Capital Market on the respective dates. Options Outstanding Options Exercisable Number of Price per Weighted Aggregate Number of Weighted Aggregate (in thousands, except share, per share and weighted-average data) Balance at January 1, 2019 3,160,397 $1.18 - 7.37 $ 2.72 $ 14,460 1,835,799 $ 2.28 $ 9,198 Forfeited (108,515) $1.27 - 7.59 3.66 Exercised (792,466) $1.21 - 4.43 2.80 Granted 70,000 $6.27 - 7.59 6.65 Balance at December 31, 2020 2,329,416 $1.18 - 7.59 $ 2.76 $ 16,574 1,408,119 $ 2.26 $ 10,734 Forfeited (58,860) $3.37 - $11.40 5.91 Exercised (818,267) $1.18 - $7.59 2.73 Granted 80,735 $11.00 - $11.94 9.13 Balance at December 31, 2021 1,533,024 $1.18 - 11.40 $ 3.00 $ 8,439 1,050,177 $ 2.45 $ 6,314 (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 fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Years ended December 31, 2021 2020 Risk-free interest rate range 0.975% 0.685% Expected life of option-years 7 7 Expected stock price volatility 55% 63% Expected dividend yield —% —% 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. Expected volatility is based upon the average historical volatility of our common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executives, within our company. We do not currently pay dividends on our common stock nor do we expect to in the foreseeable future. Options Outstanding Options Exercisable Range of Options Weighted Weighted Options Weighted Weighted Year ended December 31, 2020 $1.18 - 7.59 2,329,416 6.04 $2.76 1,408,119 4.73 $2.2568 Year ended December 31, 2021 $1.18 - 11.40 1,533,024 4.73 $3.00 1,050,177 3.95 $2.45 (in thousands) Total Intrinsic Value of Total Fair Value of Year ended December 31, 2020 $ 3,322 $ 3,178 Year ended December 31, 2021 $ 6,288 $ 2,571 For the years ended December 31, 2021 and 2020, the weighted average grant date fair value of options granted was $11.30 and $6.65 per share, respectively. We estimate the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through December 31, 2021, the weighted average remaining service period is 7.0 years. Unamortized stock option expense at December 31, 2021 that will be amortized over the weighted-average remaining service period of 1.6 years totaled $1.2 million. 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 year ended December 31, 2021, we granted an aggregate of 281,384 RSUs to certain employees. Of the RSUs granted during 2021, 235,634 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 45,750 RSUs are performance-based awards that will vest based on our achievement of long-term performance goals, in particular, based on our levels of 2023 revenue and operating income. The 45,750 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 2023 revenue and operating income (the payout of such awards based on target performance for 2023 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. In 2021, 93,333 shares of restricted stock and 91,232 RSUs granted to employees vested. In addition, in conjunction with our 2019, 2020 and 2021 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. In 2021 and 2020, we granted 3,384 and 10,652, respectively, RSUs to non-employee members of our Board of Directors in respect of the annual equity compensation under our non-employee director compensation policy. In 2021 and 2020, 10,652 and 11,600 RSUs granted to directors, respectively, vested. 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 2021 and 2020: (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 at January 1, 2020 502,097 $ 3.32 $ 1,665 Granted 149,302 6.48 967 Vested (221,932) 3.19 (708) Forfeitures — — — Balance at December 31, 2020 429,467 $ 4.48 $ 1,924 Granted 281,384 10.71 3,014 Vested (234,367) 4.22 (989) Forfeitures (7,500) 11.94 (90) Balance at December 31, 2021 468,984 $ 8.58 $ 3,859 We recognized $3.0 million and $2.1 million in stock-based compensation expense, which is recorded in selling, general and administrative expense on the consolidated statements of operations for the years ended December 31, 2021 and 2020, respectively. Unamortized restricted stock and RSUs expense at December 31, 2021 that will be amortized over the weighted-average remaining service period of 1.6 years totaled $2.7 million. 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 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-month withholding period prior to the purchase date. For the years ended December 31, 2021 and 2020, we recognized $0.4 million and $0.2 million in share-based compensation expense related to the 2020 ESPP, respectively, which is included in our selling, general and administrative expense in the accompanying consolidated statements of operations. 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 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 2021 and 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, December 31, 2019 629,003 2.09 $ 4,585 Granted 53,757 6.62 Issued (47,377) 1.65 Balance, December 31, 2020 635,383 2.41 $ 6,278 Granted 40,576 10.6 Issued (47,377) 2.40 Balance, December 31, 2021 628,582 3.06 $ 5,334 As of December 31, 2021, 23,130 outstanding stock units had not yet vested. Stock Repurchases The Company has historically repurchased shares of its common stock during previous stock repurchase programs. The Company currently maintains all repurchased shares under those stock repurchase programs as treasury stock. In addition, the Company repurchased 44,051 and 60,184 shares of its common stock at an aggregate cost of $0.5 million and $0.5 million, or an average price of $10.41 and $7.51 per share, in connection with the net settlement of shares issued as a result of the vesting of restricted stock units in 2021 and 2020, respectively. |