Share-Based Compensation | Note 13. Stock-Based Compensation We grant various forms of stock-based compensation, including restricted stock, restricted stock units, stock options and performance-based restricted stock units under our Danimer Scientific, Inc. 2020 Long-Term Equity Incentive Plan (“2020 Incentive Plan”) and employee stock purchase plan instruments under our 2020 Employee Stock Purchase Plan (“2020 ESPP”). We also have outstanding employee and director stock options that were issued prior to the Business Combination under legacy stock plans. The 2020 Incentive Plan provides for the grant of stock options, stock appreciation rights, and full value awards. Full value awards include restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. On September 30, 2023 and December 31, 2022, 1,391,425 shares and 1,657,240 shares, respectively, of our common stock remained authorized for issuance with respect to awards under the 2020 Incentive Plan. The 2020 ESPP provides for the sale of our common stock to our employees through payroll withholding at a discount of 15 % from the lower of the closing price of our common stock on the first or last day of each biannual offering period. Up to 2,571,737 shares of our common stock were authorized to be issued under this plan. We have issued 182,037 shares during the nine months ended September 30, 2023 and 2,306,519 shares remain in the pool. These share pool limits are subject to adjustment in the event of a stock split, stock dividend or other changes in our capitalization. The following table sets forth the allocation of our stock-based compensation expense. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Cost of revenue $ 2 $ 22 $ 6 $ 60 Selling, general and administrative 12,493 12,437 37,643 37,010 Research and development 1,829 1,846 5,284 5,480 Total stock-based compensation $ 14,324 $ 14,305 $ 42,933 $ 42,550 Service-based Restricted Stock and RSUs The following table summarizes our service-based restricted stock and RSU activity by quarter. Number of Shares Weighted Average Grant-Date Balance, December 31, 2022 691,448 $ 28.51 Granted 6,250 $ 2.62 Vested ( 73,023 ) $ 5.86 Balance, March 31, 2023 624,675 $ 37.09 Granted 152,822 $ 3.01 Balance, June 30, 2023 777,497 $ 25.41 Balance, September 30, 2023 777,497 $ 25.41 We recognize the compensation expense for these shares on a straight-line basis from the grant date through the relevant vesting dates, which range from one to three years. We recognized expenses of $ 4.9 million related to these awards during each of the three months ended September 30, 2023 and 2022 and $ 14.1 million and $ 14.4 million during the nine months ended September 30, 2023 and 2022, respectively. Market-based Restricted Stock During 2021, we granted 1,517,840 shares of restricted stock for which the restrictions lapse on successive thirds of the award on the first date the volume-weighted average price per share of our common stock equals or exceeds $ 24.20 for any 20 trading dates within 30-day trading periods beginning on December 29, 2021, 2022, and 2023, respectively. We recognize the compensation expense for these shares on a straight-line basis from the grant date through January 2024. We recognized expenses of $ 4.6 million and $ 4.7 million during the three months ended September 30, 2023 and 2022, respectively, and $ 13.9 million during each of the nine months ended September 30, 2023 and 2022. As of September 30, 2023, all of these shares remained outstanding. Performance-based Restricted Stock On February 28, 2023, we awarded 462,519 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows: • 50% of the shares are subject to a total PHA revenue metric based on 2025 financial results. 50% of these shares vest if total PHA revenue is $177 million, 100% vest if total PHA revenue is $202 million or higher, with prorated vesting between $ 177 million and $ 202 million . • 50% of the shares are subject to an Adjusted EBITDA Metric based on 2025 financial results. 50% of these shares vest if Adjusted EBITDA is $36 million, 100% vest if Adjusted EBITDA is $44 million or higher, with prorated vesting between $ 36 million and $ 44 million. On March 31, 2022, we awarded 489,949 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows: • 30% of the shares are subject to a total PHA revenue metric based on 2024 financial results. 50% of these shares vest if total PHA revenue is $151 million, 100% vest if total PHA revenue is $189 million or higher, with prorated vesting between $ 151 million and $ 189 million. • 30% of the shares are subject to an Adjusted EBITDA Metric based on 2024 financial results. 50% of these shares vest if Adjusted EBITDA is $9.2 million, 100% vest if Adjusted EBITDA is $13.8 million or higher, with prorated vesting between $ 9.2 million and $ 13.8 million. • 40% of the shares are subject to a Neat PHA production capacity metric based on a third-party assessment at December 31, 2024, 50% of the shares vest if capacity is 68 million pounds, 100% vest if capacity is 81 million pounds or higher, with prorated vesting between 68 million pounds and 81 million pounds. On July 23, 2021, we awarded 95,943 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows: • 30% of the shares are subject to a return on equity “ROE” metric based on 2023 financial results. 50% of these shares vest if ROE is 5%, 100% vest if ROE is 9% or higher, with prorated vesting between 5 % and 9 %. • 3 0% of the shares are subject to an EBITDA Metric based on 2023 financial results. 50% of these shares vest if EBITDA is $ 45 million, 100% vest if EBITDA is $ 65 million or higher, with prorated vesting between $ 45 million and $ 65 million. • 40% of the shares are subject to a Neat PHA production capacity metric based on a third-party assessment at December 31, 2023, 50% of the shares vest if capacity is 75 million pounds, 100% vest if capacity is 90 million pounds or higher, with prorated vesting between 75 million pounds and 90 million pounds. In addition to these performance conditions, vesting of certain of these shares are also subject to having sufficient capacity in the 2020 Incentive Plan, which may not have enough shares remaining to fulfill these awards. In the event registered shares are unavailable, 920,641 of the 1,048,411 outstanding performance shares must be settled in cash as calculated using the price of our common stock on the vesting date. Due to this cash settlement feature, certain performance shares are accounted for as a liability. At September 30, 2023, the balance of this liability was $ 0.6 million. These performance shares are marked to market using the price of our common stock with a life-to-date adjustment. Other than this mark to market effect, expense is recognized on a straight-line basis between the dates of grant and the vesting dates, which we anticipate will be in February 2024, March 2025 and February 2026, respectively. We are currently assuming 100% attainment of our 2024 and 2025 metrics and 0% attainment of our 2023 metrics. As a result, we have reversed all expense associated with the July 23, 2021 award. During the three months and nine months ended September 30, 2023, we recognized selling, general and administrative expenses of $ 0.1 million and $ 0.5 million, respectively, related to these performance shares. All of these performance shares remained outstanding at September 30, 2023. Stock Options A summary of stock option activity under our equity plans for the three and nine months ended September 30, 2023 follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2022 11,844,644 $ 14.23 6.71 $ - Granted 204,254 $ 2.58 Forfeited ( 4,667 ) Balance, March 31, 2023 12,044,231 $ 14.04 6.48 $ 852,617 Forfeited ( 93,633 ) Balance, June 30, 2023 11,950,598 $ 14.02 6.22 $ - Forfeited ( 50,150 ) Balance, September 30, 2023 11,900,448 $ 14.02 5.96 $ - Exercisable 5,217,843 $ 5.00 4.08 $ - Vested and expected to vest 11,900,448 $ 14.02 5.96 $ - The aggregate intrinsic values are calculated as the difference between the exercise price of the indicated stock options and the fair value of our common stock on each applicable balance sheet date. In addition to the stock options granted under our equity plans, during the quarters ended March 31, 2023 and 2022, we granted 1,050,000 and 972,222 stock options, respectively, that contained a cash-settlement feature if adequate shares were not available to settle the award by the vesting dates. For the nine months ended September 30, 2023, we recognized expense of $ 0.4 million and maintained a long-term liability of $ 0.5 million related to these stock options. There were no options granted during the three month period ended September 30, 2023 and 146,666 options granted in the three month period ended September 30, 2022. The weighted average grant-date fair values of options granted during the three month period ended September 30, 2022, was $ 1.97 . As of September 30, 2023, there was $ 17.8 million of unrecognized compensation cost related to unvested stock options and restricted shares granted under the 2020 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 1.5 years. |