Stock-based Compensation | Note 12. 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 Plan”). 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 March 31, 2024 and December 31, 2023, 4,519,719 shares and 4,823,519 shares, respectively, of our common stock remained authorized for issuance with respect to awards under the 2020 Incentive Plan. The 2020 ESPP Plan 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, and we issued 136,530 shares during the three months ended March 31, 2024 resulting in 401,748 shares issued since the inception of the plan. 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 March 31, (in thousands) 2024 2023 Cost of revenue $ 3 $ 2 Selling, general and administrative 818 13,318 Research and development 145 1,623 Total stock-based compensation $ 966 $ 14,943 Service-based Restricted Stock and RSUs The following table summarizes our service-based restricted stock and RSU activity under our equity plan. Number of Shares Weighted Average Grant-Date Balance, December 31, 2023 271,550 $ 4.40 Granted 315,876 $ 1.49 Vested ( 34,364 ) $ 5.86 Balance, March 31, 2024 553,062 $ 1.82 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 $ 0.2 million and $ 4.5 million o f expense related to these awards during the three months ended March 31, 2024 and 2023, 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. These awards were fully amortized at December 31, 2023. We recognized $ 4.7 million of related expense during the three months ended March 31, 2023. 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 maintained a liability of $ 0.3 million as a result of this feature as of March 31, 2024 and December 31, 2023. All of these shares remained outstanding at March 31, 2024. Performance-based Restricted Stock Units During 2021, we initiated a Performance-based RSU program. Under this program, each participant is awarded a number of units (“PRSU”s) 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. As of March 31, 2024, we maintain a long-term liability for PRSUs of $ 0.1 million. For the three months ended March 31, 2024 and 2023, respectively, we recognized related compensation expense of zero and $ 0.3 million , 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 March 2025 and February 2026, for awards granted in 2022 and 2023, respectively. Our performance did not meet the required conditions for vesting for the PRSUs that were scheduled to vest in February 2024 and accordingly they expired unvested during the three months ended March 31, 2024. We are currently assuming 100% attainment of our 2025 metrics and 0% attainment of our 2024 metrics. All of the PRSUs granted in 2022 and 2023 remained outstanding at March 31, 2024. The following table summarizes pertinent facts related to PRSU 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 81.0 824,698 127,770 Stock Options The following table summarizes share-settled stock option activity under our equity plans. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2023 9,257,704 $ 11.27 5.38 $ - Forfeited ( 4,334 ) Balance, March 31, 2024 9,253,370 $ 11.27 5.13 $ - Exercisable 8,118,263 $ 12.10 4.77 $ - Vested and expected to vest 9,253,370 $ 11.27 5.13 $ - 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 March 31, 2024. There were no stock options granted during the three months ended March 31, 2024. There were 204,254 share-settled options granted during the three months ended March 31, 2023 with a weighted average grant date fair value of $ 1.17 . In addition to the share-settled stock options, during the three months ended March 31, 2023, we granted 1,050,000 stock options that contained a cash-settlement feature if adequate shares were not available to settle the award by the vesting dates. Additionally, during 2023, we added a cash-settlement feature to 2,571,737 of previously outstanding share-settled stock options and we maintain a liability of $ 0.4 million as of March 31, 2024 for these options, which was reclassified from additional paid-in capital. For the three months ended March 31, 2024 and 2023, we recognized expense of $ 0.4 million and $ 0.6 million, respectively for all outstanding cash-settleable stock options. We maintained long-term liabilities of $ 0.5 million and $ 0.1 million at March 31, 2024 and December 31, 2023, respectively, related to our historical outstanding cash-settleable stock options. As of March 31, 2024, there was $ 2.7 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 0.9 years. |