Stock-based Compensation | Note 14. 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, restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. As of December 31, 2023 and 2022, 4,823,519 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 issued 182,037 and 78,168 shares during the years ended December 31, 2023 and 2022, respectively, and 2,306,519 shares remain in the pool at December 31, 2023. 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. Years Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 10 $ 60 Selling, general and administrative 48,760 49,387 Research and development 7,069 7,321 Total stock-based compensation $ 55,839 $ 56,768 Service-based Restricted Stock and RSUs A summary of service-based restricted stock and RSU activity under our equity plans follows: Number of Shares Weighted Average Grant-Date Balance, December 31, 2021 1,011,892 $ 37.09 Granted 191,751 $ 4.93 Vested ( 505,945 ) $ 37.09 Forfeited ( 6,250 ) $ - Balance, December 31, 2022 691,448 $ 28.51 Granted 159,072 $ 2.99 Vested ( 578,970 ) $ 37.09 Balance, December 31, 2023 271,550 $ 4.40 We recognize compensation expense for these awards on straight-line basis from the grant date through the relevant vesting dates, which range from one to three years. We recognized $ 19.2 million of such expense during 2023 and 2022. The total fair values of restricted stock and RSU awards that vested during 2023 and 2022 were $ 0.6 million and $ 0.9 million, 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 recognized $ 18.5 million of related expense during 2023 and 2022. During 2023, we instituted a cash settlement feature for certain of these awards if the 2020 Incentive Plan does not have enough shares remaining to fulfill these awards at the time of vesting. As such, 754,818 of the 1,517,840 shares of market-based restricted stock are accounted for as liabilities that are marked to market each period. We recognized a liability of $ 0.3 million as a result of this feature, which was reclassified from additional paid-in capital and no incremental compensation cost was recognized. All of these shares remained outstanding at December 31, 2023. Performance-based Restricted Stock Units During 2021, we initiated a Performance-based RSU (“PRSU”) program. Under this program, each participant is awarded a number of units that may vest based on our performance against one or more specified metrics, with 50 % to 100 % of these PRSUs vesting proportionally with achieved threshold and target attainment levels. In some cases, these PRSUs contain a cash settlement feature and we accounted for these PRSUs as liabilities that are marked to market using the price of our common stock at the end of each reporting period with a life-to-date expense adjustment. At December 31, 2023 and 2022, the long-term liability for these performance shares was $ 0.1 million and $ 0.3 million. During 2023 and 2022, we recognized related compensation expense o f $ 0.1 million and $ 0.2 million, respectively, which we included in selling, general and administrative expenses. Other than the 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 2025 metrics and 0% attainment of our 2023 and 2024 metrics. All of these performance shares remained outstanding at December 31, 2023. A summary of PRSUs grants, with threshold and target dollar and production capacity figures given in millions: Grant Date Grant-Date Fair Value # Cash-Settleable PRSUs # Share-Settleable PRSUs Metric Threshold Target 2/28/2023 $ 2.58 192,500 38,759 2025 PHA Revenue $ 177.0 $ 202.0 2/28/2023 $ 2.58 192,500 38,760 2025 Adjusted EBITDA $ 36.0 $ 44.0 3/31/2022 $ 5.86 131,909 15,075 2024 PHA Revenue $ 151.0 $ 189.0 3/31/2022 $ 5.86 131,909 15,075 2024 Adjusted EBITDA $ 9.2 $ 13.8 3/31/2022 $ 5.86 175,880 20,101 2024 Neat PHA capacity (lbs.) 68.0 81.0 7/23/2021 $ 18.24 28,783 - 2023 Return on Equity 5 % 9 % 7/23/2021 $ 18.24 28,783 - 2023 EBITDA $ 45.0 $ 65.0 7/23/2021 $ 18.24 38,377 - 2023 Neat PHA capacity (lbs.) 75.0 90.0 920,641 127,770 Stock Options A summary of share settled stock option activity under our equity plans follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2021 10,589,010 $ 14.85 7.39 $ 22,473,835 Granted 1,056,798 $ 3.99 Exercised ( 60,000 ) $ 3.28 $ 99,600 Forfeited ( 53,422 ) Transferred from liability-based awards 312,258 $ 2.68 Balance, December 31, 2022 11,844,644 $ 14.23 6.71 $ - Granted 204,254 $ 2.58 Forfeited ( 219,457 ) Transferred to liability-based awards ( 2,571,737 ) Balance, December 31, 2023 9,257,704 $ 11.27 5.38 $ - Exercisable 7,768,505 $ 11.45 4.91 $ - Vested and expected to vest 9,257,704 $ 11.27 5.38 $ - 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 the respective exercise dates or on December 31, as applicable. The weighted average grant-date fair values of options granted during 2023 and 2022 were $ 1.34 and $ 1.81 , respectively. In addition to the stock options granted under our equity plans, during 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 in these plans to settle the awards by the exercise dates. Also during 2023, we added a cash settlement feature to 2,571,737 of other outstanding stock options, which resulted in a liability of $ 0.4 million, which was reclassified from additional paid-in capital and no incremental compensation cost was recognized. During 2022, we reclassified 312,258 stock options with a cash-settlement feature to share settled. During 2023 and 2022, we recognized benefits of less than $ 0.1 million and $ 0.3 million, respectively, and reported long-term liabilities of $ 0.1 million, respectively, related to these stock options at December 31, 2023 and 2022. As of December 31, 2023, there was $ 2.1 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 1.6 years. |