Share-based Compensation | 8. Share-based compensation On March 22, 2018, the board of directors of the Company and Cogint, Inc. (“cogint”) (now known as Fluent, Inc.) , in its capacity as sole stockholder of the Company prior to the Company’s spin-off from cogint on March 26, 2018, approved the Red Violet, Inc. 2018 Stock Incentive Plan (the “2018 Plan”), which became effective immediately prior to the spin-off. A total of 3,000,000 shares of common stock were authorized to be issued under the 2018 Plan. On June 3, 2020, the Company’s stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock authorized for issuance under the 2018 Plan from 3,000,000 shares to 4,500,000 shares, and on May 25, 2022, the Company's stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock authorized for issuance under the 2018 Plan from 4,500,000 shares to 6,500,000 shares. The primary purpose of the 2018 Plan is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company. As of June 30, 2022, there were 2,722,287 shares of common stock available for future issuance under the 2018 Plan, as amended. To date, all stock incentives issued under the 2018 Plan have been in the form of RSUs. RSUs granted under the 2018 Plan vest and settle upon the satisfaction of a time-based condition or with both time- and performance-based conditions. The time-based condition for these awards is generally satisfied over three or four years with annual vesting. Details of unvested RSU activity during the six months ended June 30, 2022 were as follows: Number of units Weighted average Unvested as of December 31, 2021 1,306,953 $ 18.85 Granted (1) 113,000 $ 25.32 Vested and delivered (2) ( 214,256 ) $ 13.69 Withheld as treasury stock (2) ( 106,254 ) $ 15.40 Vested not delivered 750 $ 7.53 Forfeited ( 29,825 ) $ 27.31 Unvested as of June 30, 2022 (3) 1,070,368 $ 21.01 (1) During the six months ended June 30, 2022, the Company granted an aggregate of 113,000 RSUs to certain employees at grant date fair values ranging from $ 20.50 to $ 28.75 per share, with a vesting period ranging from two to four years . (2) During the period from August 29, 2019 to November 20, 2020, the Company granted an aggregate of 455,000 RSUs. Such RSU grants shall not vest unless and until the Company has, for any fiscal quarter in which the RSUs are outstanding, (i) gross revenue determined in accordance with the Company’s reviewed or audited financial statements in excess of $ 12.5 million for such fiscal quarter, and (ii) positive adjusted EBITDA of at least $ 2.0 million, as determined based on amounts derived from the Company’s reviewed or audited financial statements for such fiscal quarter, subject to the recipient continuing to provide services to the Company either as an employee, director or consultant on the last day of the quarter that the performance criteria are met. Provided the respective performance criteria are met, the RSUs will vest in accordance with the time-based requirements contained in the award agreement over three years. In the event of a change of control, all RSUs which have not vested on the date of such change of control shall immediately vest even if the performance criteria have not been met. As of the respective grant dates, the Company determined that it was probable that such performance criteria would be met and therefore, began to record the related amortization expense on the grant dates. The Company determined that the performance criteria were met as of March 31, 2022. As a result, 177,304 RSUs were included above in "Vested and delivered" and 106,031 RSUs were included above in "Withheld as treasury stock." (3) On July 30, 2021, the Company granted 120,000 RSUs, subject to performance-based requirements, to one non-executive employee, which was subsequently modified on February 18, 2022, with a fair value of $ 27.23 per share as of the modification date. Such RSU grants shall no t vest unless and until the Company has achieved certain revenue for a portion of its business prior to the achievement date deadline for each performance milestone. No amortization of share-based compensation expense has been recognized for these RSUs, because, as of June 30, 2022, the Company determined that it is not probable that such performance criteria will be met. The 120,000 RSUs were included in "Unvested as of June 30, 2022" with a fair value of $27.23 per share. As of June 30, 2022, unrecognized share-based compensation expense associated with the granted RSUs amounted to $ 15,894 , which is expected to be recognized over a remaining weighted average period of 2.6 years. Share-based compensation was allocated to the following accounts in the condensed consolidated financial statements for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2022 2021 2022 2021 Sales and marketing expenses $ 108 $ 158 $ 155 $ 314 General and administrative expenses 1,298 2,007 2,638 3,897 Share-based compensation expense 1,406 2,165 2,793 4,211 Capitalized in intangible assets 422 344 723 695 Total $ 1,828 $ 2,509 $ 3,516 $ 4,906 |