STOCK-BASED COMPENSATION | NOTE 13 – STOCK-BASED COMPENSATION Under the 2017 Omnibus Incentive Plan (as amended from time to time, the Incentive Plan), the Company may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance awards. On June 18, 2021, at the Company's 2021 annual meeting of stockholders, the Company’s stockholders approved an amendment and restatement (the Restatement) of the Incentive Plan. The Restatement increased the number of shares that may be granted as awards thereunder by 4.0 million and extended the scheduled expiration date of the Incentive Plan from February 27, 2027 to June 18, 2031. As of December 31, 2023, the Company ha s 4.0 million shares of common stock available for issuance under the Incentive Plan, based on the current estimate of the potential number of shares that may be issued from outstanding awards . This figure would decrease by approximately 0.8 million shares if outstanding PSU awards were issued at maximum. Equity awards to employees generally vest annually on a pro-rata basis over a three to five-year period on the anniversary of each grant date. The Company also grants awards to our directors under the Plan. The awards granted to directors typically vest ratably over periods of less than one year to five years annually on the anniversary of each grant date. Aggregate stock-based compensation charges, net of forfeitures, were $ 8.5 million, $ 11.5 million, and $ 8.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. These expenses are included as a component of salaries, wages and employee benefits on the accompanying consolidated statements of operations and comprehensive income (loss). Stock-based compensation cost with equity classification is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employees’ requisite service period. Stock-based compensation cost with liability classification is recognized on a straight-line basis over the vesting period and revalued on each balance sheet date with the corresponding adjustment to stock-based compensation recorded in the consolidated statements of operations and comprehensive income. Forfeitures are recorded as a cumulative adjustment to stock-based compensation expense in the period forfeitures occur. As of December 31, 2023 , there was $ 0 , $ 3.4 million, and $ 2.6 million of unrecognized stock-based compensation expense related to stock options, restricted stock units (RSUs) and performance stock units (PSUs) (both equity and liability awards), respectively. This expense will be recognized over the weighted average periods of 1 .8 years for RSUs and 1 . 9 years for PSUs. Stock Options The following table summarizes stock option grants: Grantee Type # of Issued and Vesting Weighted Weighted Average Director Group 150,000 50,000 5 years $ 9.98 $ 4.36 Employee Group 4,682,630 1,563,662 3 - 5 years $ 6.53 $ 4.41 Total 1,613,662 Since the Company did not have a sufficient history of exercise behavior at the time stock options were granted, expected term was calculated using the assumption that the options will be exercised ratably from the date of vesting to the end of the contractual term for each vesting tranche of awards. The risk-free interest rate was based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility was calculated using an index of publicly traded peer companies. A summary of option activity as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2023 1,864,822 $ 6.71 5.8 $ 3.2 Granted — — Exercised ( 103,000 ) 1.41 Forfeited or expired ( 148,160 ) 11.21 Outstanding as of December 31, 2023 1,613,662 $ 6.63 4.8 $ 4.4 Exercisable as of December 31, 2023 1,611,662 $ 6.64 4.8 $ 4.4 Vested and expected to vest as of December 31, 2023 1,613,662 $ 6.63 4.8 $ 4.4 The stock options’ maximum contract term is ten years . There were no options granted during the year ended December 31, 2023, 2022, and 2021. The intrinsic value of options exercised for the year ended December 31, 2023, 2022, and 2021 was $ 0.6 million, $ 0.2 million, and $ 0.5 million, respectively. The summary of the status of nonvested shares as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Shares Weighted Non-vested at January 1, 2023 296,052 $ 4.46 Granted — — Vested ( 292,552 ) 4.48 Forfeited or expired ( 1,500 ) 4.14 Non-vested at December 31, 2023 2,000 $ 1.28 Restricted Stock Units RSUs are nontransferable until vested. Some RSU grants entitle the holder to receive dividends with respect to the non-vested units, whereas others do not. Prior to vesting, the grantees of RSUs are not entitled to vote the shares. Typically, restricted stock unit awards vest in equal annual increments over the vesting period. The following table summarizes restricted stock unit grants under the Plan: Grantee Type # of Issued and Outstanding Vesting Weighted Average Grant Date Fair Value (Per Unit) Director Group 970,867 135,324 1 year $ 5.69 Employee Group 3,319,793 806,586 1 year - 3 years $ 5.58 Total 941,910 A summary of restricted stock unit awards activity under the Plan as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Units Weighted Non-vested as of January 1, 2023 1,097,586 $ 7.89 Granted 544,942 4.86 Vested ( 606,317 ) 8.83 Forfeited ( 94,301 ) 7.89 Non-vested as of December 31, 2023 941,910 $ 5.59 The total fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $ 2.6 million, $ 5.6 million, and $ 4.6 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2023, 2022, and 2021 was $ 3.7 million, $ 1.8 million, and $ 3.8 million, respectively. Performance Stock Units As of December 31, 2023 , the Company had 961,377 t otal PSUs outstanding, of which 419,941 were classified as equity and 541,436 were classified as liabilities. There are 541,436 PSUs classified as liabilities in which the vestin g can range fro m 0 % to 200 %, based upon the achievement of specific performance-based conditions related to the Company’s financial performance over a three year period, modified based on the Company’s Relative Total Shareholder Return (TSR) and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The ultimate amount to vest may be downwardly adjusted by the Compensation Committee if the TSR is negative. As of December 31, 2023, the Company currently expects that these PSUs will vest at 100 % . The fair value of these PSUs will be remeasured at each period-end until the earlier of the date they are reclassified to equity or the vesting date. There are 37,501 PSUs classified as equity in which the performance targets have been achieved, but are still subject to time-vesting. In addition, there are 382,440 PSUs classified as equity in which the vestin g occurs upon the achievement of specific performance-based conditions related to the Company’s financial performance over a three year period and subject to final vesting based on the participant’s continued employment through the end of the requisite service period. As of December 31, 2023, the Company currently expects that these PSUs will vest at 100%. The fair value of these PSUs is equal to the market value of the common stock on the grant date . The compensation cost for all PSUs is recognized ratably over the requisite service period for the awards that are determined probable to vest. A summary of equity-classified performance stock unit awards activity for as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Units Weighted Non-vested equity-classified as of January 1, 2023 1,075,487 $ 7.11 Granted 382,440 5.10 Reclassified from liability to equity 475,000 5.16 Vested ( 1,493,700 ) 6.53 Forfeited ( 19,286 ) 5.99 Non-vested equity-classified as of December 31, 2023 419,941 $ 5.18 The total weighted average fair value of equity-classified PSUs granted or reclassified from liability to equity during the years ended December 31, 2023, 2022, and 2021 was $ 4.4 million, $ 0.3 million, and $ 8.9 million, respectively. As discussed earlier, as of December 31, 2023, there were also 541,436 PSUs classified as liabilities as a result of subjectivity in the vesting conditions. As of December 31, 2023, the total fair value of those liability-classified awards was approximately $ 4.4 million, of which $ 3.4 million was recorded as a liability within accrued payroll, benefits and related taxes on the consolidated balance sheet and $ 0.2 million was recorded as a liability within non-current liabilities on the consolidated balance sheet. As of December 31, 2023, the unrecognized stock-based compensation expense related to these liability-classified PSUs was $ 0.8 million. This liability will be remeasured at each period-end until the earlier of the vesting date or the date it becomes reclassified to equity. Proposed Merger As discussed in Note 1, the Company entered into the Merger Agreement on December 22, 2023. Pursuant to the Merger Agreement, at the Effective Time: · each option to purchase shares of Common Stock (a Company Option) that is outstanding immediately prior to the Effective Time will automatically vest (if unvested) and be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of Common Stock subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option (meaning that any Company Option with an exercise price per share equal to or greater than the Merger Consideration will be canceled without any cash payment being made in respect thereof); · each outstanding Company restricted stock unit that vests solely on the basis of time (a Company RSU) that is vested or will become vested at the Effective Time automatically in accordance with its terms solely as a result of the consummation of the transactions contemplated by the Merger Agreement will be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to such Company RSU and (ii) the Merger Consideration; · except as otherwise agreed by the holder of the Company RSU and Parent, each unvested outstanding Company RSU will be converted into a time-based restricted stock unit of Parent (a Parent RSU), based on the exchange ratio specified in the Merger Agreement (the Exchange Ratio), with the same terms applicable to such Company RSU immediately prior to the Effective Time; · each outstanding Company performance stock unit that vests on the basis of time and the achievement of performance targets (a Company PSU) that is vested or will become vested at the Effective Time automatically in accordance with its terms solely as a result of the consummation of the transactions contemplated by the Merger Agreement will be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to such Company PSU (as determined in accordance with the terms of the applicable award agreement) and (ii) the Merger Consideration; and · except as otherwise agreed by the holder of the Company PSU and Parent, each unvested outstanding Company PSU will be converted into a Parent RSU, based on the Exchange Ratio and assuming target performance, with the same terms applicable to the Company RSUs immediately prior to the Effective Time (except that it will cliff vest on the date that would have been the end of the performance period under the terms applicable to such Company PSU immediately prior to the Effective Time). |