Stock-Based Plans and Compensation | 18. STOCK-BASED PLANS AND COMPENSATION Employee Equity Incentive Plans The Company has two plans under which stock-based awards have been issued: (i) the Montrose Amended & Restated 2017 Stock Incentive Plan (“2017 Plan”) and (ii) the Montrose Amended & Restated 2013 Stock Option Plan (“2013 Plan”) (collectively the “Plans”). The following number of shares were authorized to be issued and available for grant: June 30, 2024 2017 Plan 2013 Plan Total Shares authorized to be issued 7,538,276 2,036,219 9,574,495 Shares available for grant (1) 1,677,508 — 1,677,508 June 30, 2023 2017 Plan 2013 Plan Total Shares authorized to be issued 6,330,588 2,036,344 8,366,932 Shares available for grant (1) 750,326 — 750,326 (1) In January 2024 and January 2023 the Board of Directors ratified the addition of 1,207,563 and 1,189,801 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant exclude awards of stock appreciation rights approved in December 2021 that are subject to vesting based on the achievement of certain market conditions, which have not yet been, and may not be, a chieved. See footnote 1 to the table in Common Stock Reserved for Future Issuance below for additional information on stock appreciation rights. There were no stock-based compensation expenses related to the 2013 Plan in the three and six months ended June 30, 2024 and 2023. Total stock-based compensation expense related to the 2017 Plan was as follows: Three Months Ended June 30, 2024 2023 Options RSUs SARs Total Options RSUs SARs Total Cost of revenue $ 355 $ 845 $ — $ 1,200 $ 466 $ 243 $ — $ 709 Selling, general and administrative expense 787 7,554 2,290 10,631 1,070 7,021 2,290 10,381 Total $ 1,142 $ 8,399 $ 2,290 $ 11,831 $ 1,536 $ 7,264 $ 2,290 $ 11,090 Six Months Ended June 30, 2024 2023 Options RSUs SARs Total Options RSUs SARs Total Cost of revenue $ 629 $ 1,482 $ — $ 2,111 $ 815 $ 786 $ — $ 1,601 Selling, general and administrative expense 1,576 14,836 4,580 20,992 2,794 15,175 4,555 22,524 Total $ 2,205 $ 16,318 $ 4,580 $ 23,103 $ 3,609 $ 15,961 $ 4,555 $ 24,125 As of June 30, 2024 and June 30, 2023, there was $ 109.6 million and $ 141.5 million, respectively, of total unrecognized stock-based compensation expense related to unvested options, restricted stock and SARs granted under the Plans. Such unrecognized expense is expected to be recognized over a weighted-average 2.5 year period. Montrose Amended & Restated 2017 Stock Incentive Plan Restricted Stock Awards and Restricted Stock Units RSAs and RSUs activity was as follows: Six Months Ended June 30, 2024 2023 Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Beginning outstanding shares 2,468,722 1,777,715 Granted 289,155 $ 40.58 641,282 $ 37.27 Forfeited/ cancelled ( 27,953 ) $ 37.62 ( 3,559 ) $ 32.16 Vested ( 149,942 ) $ 37.49 ( 90,116 ) $ 36.81 Ending outstanding shares 2,579,982 2,325,322 Stock Appreciation Rights As of June 30, 2024, there were 3,000,000 units of SARs outstanding under the 2017 Plan. These SARs represent the right to receive, upon exercise, a payment equal to the excess of (a) the fair market value of one share of the Company’s common stock, over (b) an exercise price of $ 66.79 , payable, at the Company’s election, in cash or shares of common stock. These SARs vest on the 5th anniversary of the date of grant based on achievement of performance hurdles over a five year period, subject to continued service on the vesting date. The performance hurdles are as follows: SARs Stock Price Performance Hurdle Portion of SARs Subject to Performance Hurdle $ 133.58 1/3 $ 166.98 1/3 $ 200.37 1/3 The performance hurdles shall be deemed achieved if the average trading price per share of the Company’s common stock equals or exceeds the applicable stock price performance hurdle set forth above for the trading days falling in a consecutive 20-day period prior to the vesting date. None of the market conditions have been achieved as of June 30, 2024. The SARs expire 10 years after the grant date. The fair value of these SARs at the grant date was $ 46.0 million. The weighted average remaining contract life of these SARs as of June 30, 2024 was 7.46 years. Options The following summarizes the options activity of the 2017 Plan: Options to Purchase Common Stock Weighted-Average Exercise Price per Share Weighted Average Grant Date Fair Value per Share Weighted Average Remaining Contract Life (in Years) Aggregate Intrinsic Value of In-The-Money Options Outstanding as of December 31, 2022 2,579,566 $ 31.00 $ 15.00 7.8 $ 37,292 Granted 233,955 32.16 13.90 — — Forfeited/ cancelled ( 63,085 ) 37.41 — — — Expired ( 1,200 ) 25.05 — — — Exercised ( 125,229 ) 23.76 — — 2,794 Outstanding as of June 30, 2023 2,624,007 $ 30.88 $ 15.62 7.5 $ 32,414 Outstanding as of December 31, 2023 2,516,272 $ 30.92 $ 15.95 7.0 $ 13,825 Forfeited/ cancelled ( 48,765 ) 38.87 — — — Expired ( 19,720 ) 45.55 — — — Exercised ( 47,948 ) 27.05 — — 663 Outstanding as of June 30, 2024 2,399,839 $ 30.72 $ 16.27 7.0 $ 14,488 Exercisable as of June 30, 2024 1,484,676 $ 31.13 6.2 $ 20,723 The following weighted-average assumptions were used in the Black-Scholes option-pricing model calculation: June 30, 2023 Common stock value (per share) $ 32.16 Expected volatility 33.79 % Risk-free interest rate 3.72 % Expected life (years) 7.00 Forfeiture rate None Dividend rate None Montrose Amended & Restated 2013 Stock Option Plan The following summarizes the activity of the 2013 Plan: Options to Purchase Common Stock Weighted-Average Exercise Price per Share Weighted Average Grant Date Fair Value per Share Weighted Average Remaining Contract Life (in Years) Aggregate Intrinsic Value of In-The-Money Options Outstanding as of December 31, 2022 855,695 $ 6.00 $ 2.00 3.3 $ 32,478 Expired ( 675 ) 6.03 — — — Exercised ( 42,764 ) 7.47 — — 1,514 Outstanding as of June 30, 2023 812,256 $ 6.38 $ 2.11 2.8 $ 29,030 Outstanding as of December 31, 2023 792,191 $ 6.40 $ 2.16 2.4 $ 20,380 Exercised ( 12,901 ) 6.08 Outstanding as of June 30, 2024 779,290 $ 6.41 $ 2.20 1.9 $ 29,730 Exercisable as of June 30, 2024 779,290 $ 6.41 1.9 $ 29,730 Common Stock Reserved for Future Issuances — The Company has reserved certain stock of its authorized but unissued common stock for possible future issuance in connection with the following: June 30, 2024 2023 Montrose 2013 Stock Incentive Plan 779,290 812,256 Montrose 2017 Stock Incentive Plan (1) 9,657,329 8,699,655 10,436,619 9,511,911 (1) In January 2024 and 2023, the Board of Directors ratified the addition of 1,207,563 and 1,189,801 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards. Shares reserved for future issuance include 3,000,000 shares underlying the 3,000,000 performance SARs granted in December 2021 that are subject to vesting based on the achievement of certain market conditions. Assuming achievement at the highest price performance hurdle, approximately 2,000,000 shares of common stock would be issued upon vesting of these performance SARs. To date, none of the market conditions have been achieved. |