Share-based Compensation | 7. Share-based compensation On March 22, 2018, the board of directors of the Company and Fluent, in its capacity as sole stockholder of red violet prior to the Spin-off, 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. 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, 2019, there were 731,000 shares of common stock reserved for issuance under the 2018 Plan. Details of unvested RSU activity during the six months ended June 30, 2019 were as follows: Number of units Weighted average grant-date fair value Unvested as of December 31, 2018 (1) 2,121,000 $ 7.65 Granted (2) 183,500 $ 7.25 Vested and delivered (20,000 ) $ 6.10 Vested not delivered (12,000 ) $ 6.10 Forfeited (35,500 ) $ 7.49 Unvested as of June 30, 2019 2,237,000 $ 7.64 (1) On September 5, 2018, the Company’s compensation committee approved the grant of an aggregate of 1,487,500 RSUs, subject to both time- and performance-based requirements, to certain of its executive officers and directors, at a grant date fair value of $7.69 per share, under the 2018 Plan, with a three-year vesting period. 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 $7.0 million for such fiscal quarter, (ii) positive adjusted EBITDA, as determined based on amounts derived from the Company’s reviewed or audited financial statements for such fiscal quarter, and (iii) the participant continues to provide services to the Company either as an employee, director or consultant on the last date of the quarter that the performance criteria is met (collectively, the “Performance Criteria”). If the Performance Criteria are met, the RSUs will vest one-third annually on each of July 1, 2019, July 1, 2020 and July 1, 2021. 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 has not been met. ( 2) On January 16, 2019, an aggregate of 183,500 RSUs were granted to certain employees of the Company, at a grant date fair value of $7.25 per share, under the 2018 Plan, with vesting periods ranging from three to four years. Among these grants, 90,000 RSUs were also subject to the Performance Criteria, as defined above. Based on the achievement of the Performance Criteria as of June 30, 2019, the Company expects to issue shares underlying the 90,000 RSUs in accordance with the continuing time-based vesting requirement. As a result of meeting the Performance Criteria as of June 30, 2019, the Company recognized a total of $3,414 of share-based compensation expense relating to RSUs with Performance Criteria during the three-month period ended June 30, 2019. Of the $3,414 recognized, $2,351 represented a catch-up of unamortized expense from September 5, 2018 through March 31, 2019, which was not recognized in prior periods because the Company determined at each period end that it was not probable that the Performance Criteria would be met. As of June 30, 2019, unrecognized share-based compensation expense associated with the granted RSUs amounted to $12,334, which is expected to be recognized over a remaining weighted average period of 2.2 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, 2019 and 2018: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2019 2018 2019 2018 Sales and marketing expenses $ 89 $ - $ 176 $ 41 General and administrative expenses 3,520 49 3,707 173 Share-based compensation expense 3,609 49 3,883 214 Capitalized in intangible assets 168 - 318 181 Total $ 3,777 $ 49 $ 4,201 $ 395 The amounts recorded in the six months ended June 30, 2018 included an allocation of share-based compensation related to the share-based awards granted by Fluent to Company employees or non-employees prior to the Spin-off. |