Stock-based compensation | Stock-based compensation Stock-based compensation includes stock options, RSUs, PSUs and class B profit units, which are awarded to employees, and directors of the Company. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award based on its grant date fair value. Stock-based compensation expense is included within cost of revenues, excluding depreciation and amortization, and selling, general and administrative expense in the unaudited condensed consolidated statements of operations. SIS Holdings LP Class B Profit Units All awards under the SIS Holdings LP Class B Unit Plan (the “SIS Plan”) were issued in 2018, 2019 and 2020 (none were issued in 2021 or 2022). The stock-based compensation cost was as follows (in millions) and included in the following captions in the accompanying unaudited condensed consolidated statements of operations: Three Months Ended March 31, 2022 2021 Costs of revenues, excluding depreciation and amortization $ — $ 0.1 Selling, general and administrative expenses 0.2 1.7 Total $ 0.2 $ 1.8 No related income tax benefit was recognized for the three months ended March 31, 2022 and March 31, 2021. As of March 31, 2022, total equity-based compensation costs related to 22,913 unvested Class B Units not yet recognized totaled $1.7 million, which is expected to be recognized over a weighted-average period of 2 years. 2021 Omnibus Incentive Plan On July 29, 2021, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”). The total amount of shares of Class A common stock authorized for issuance under the 2021 Plan was 13,278,299. Stock options, RSUs and PSUs are granted under and governed by the 2021 Plan. Stock Options Stock options transactions for the three months ended March 31, 2022, were as follows: Shares Subject to Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding from January 1, 2022 849,233 $ 9.55 — $ — Granted — $ — Exercised — $ — Expired/forfeited (24,914) $ 9.55 Outstanding at March 31, 2022 824,319 $ 9.55 9.4 $ 2,200,932 Exercisable, March 31, 2022 — $ — — $ — Unvested and expected to vest, March 31, 2022 824,319 $ 9.55 9.4 $ 2,200,932 As of March 31, 2022, the total unrecognized stock-based compensation, related to unvested stock options was approximately $1.7 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 3.4 years. Total stock options compensation expense for the three months ended March 31, 2022 was approximately $0.1 million, net of actual forfeitures, and is recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations. The related income tax benefit for the three months ended March 31, 2022 was inconsequential. Restricted Stock Units The RSUs transactions for the quarter ended March 31, 2022 were as follows: Shares Subject to RSUs Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Weighted Average Grant Date Fair Value Outstanding from January 1, 2022 3,335,811 $ — — $ — $ 9.32 Granted 1,615,129 $ — $ 11.66 Exercised — $ — $ — Expired/forfeited (84,231) $ — $ 9.30 Outstanding at March 31, 2022 4,866,709 $ — 1.6 $ 59,471,184 $ 10.09 Exercisable, March 31, 2022 — $ — — $ — $ — Unvested and expected to vest, March 31, 2022 4,866,709 $ — 1.6 $ 59,471,184 $ 10.09 As of March 31, 2022, the total unrecognized stock-based compensation, net of actual forfeitures, related to unvested RSUs was approximately $42.4 million, before income taxes, and is expected to be recognized over a weighted period of approximately 2.5 years. Total RSU compensation expense totaled $3.0 million, net of actual forfeitures, for the three months ended March 31, 2022, of which approximately $2.8 million is recorded in selling, general and administrative expenses and $0.2 million is recorded in cost of revenues, excluding depreciation and amortization, in the unaudited condensed consolidated statements of operations. The related income tax benefit for the three months ended March 31, 2022, was inconsequential. Performance Stock Units During the three months ended March 31, 2022, the compensation committee of the Company’s board of directors granted PSUs under the Company’s 2021 Plan. The Company has the intent and ability to settle the PSU awards with shares. The PSU will vest based on both the passage of time and achievement of certain market and performance conditions that are measured over a three-year rolling period beginning on January 1, 2022, subject to continued employment on the applicable vesting dates. The actual number of PSUs earned with respect to an award is based upon the target number of PSUs, multiplied by a “payout percentage” ranging from 0% to 200% and determined by the level of performance against pre-established performance or market components. The PSUs have been bifurcated into two awards: total shareholder return (“TSR”) based on achievement of certain market conditions, and adjusted earnings before interest, taxes, depreciation and amortization (“Adj. EBITDA”) based on achievement of certain performance conditions, each of which is weighted one-half of the PSU, as shown in more detail below. Payout Percentage Metric Weight Performance Period Vesting Period Index Below Threshold Threshold Target Maximum TSR 50% 3-year rolling Annual (33.33% per year) Russell 1000 0% 50% (25th percentile) 100% (50th percentile) 200% (75th percentile) Adj. EBITDA 50% 3-year rolling Annual (33.33% per year) N/A 0% 50% 100% 200% The award of PSUs will vest in three equal installments on the 1 st , 2 nd and 3 rd anniversary of the grant date. The PSUs will be earned based on the Company’s achievement of the applicable performance goals as follows: • Year One of the performance period: Award will vest based on performance during the first year of the performance period; • Year Two: Award will vest based on cumulative performance during the first two years of the performance period; • Year Three: Award will vest based on cumulative performance during the three years of the performance period. The payout percentage will be linearly interpolated if achievement falls between the threshold and maximum level of performance. TSR measured PSUs were valued using a Monte-Carlo simulation. The key assumptions used to determine the fair value of the TSR measured PSUs at March 23, 2022 (grant date) using the Monte Carlo simulation model were as follows: Inputs As of March 23, 2022 Risk-free interest rate 2.3 % Volatility for Least-Square Monte Carlo Model 39.0 % Expected Term in Years 2.8 Dividend Yield — % Fair Value of Class A Common Stock $ 11.66 Adj. EBITDA measured PSUs for the first year were valued using the fair value of the Company’s Class A common stock on the date of the grant, which was $11.66 multiplied by the number of shares of Class A common stock expected to be granted based on the Company’s estimate of future Adj. EBITDA, to be realized in Year One. The Adj. EBITDA measured PSUs for Year Two and Year Three, are not deemed granted for accounting purposes because the adjusted EBITDA targets for 2023 and 2024 are not yet determinable as they have not been approved by the board of directors. The following table summarizes PSU activity for the three months ended March 31, 2022: Number of Units Weighted-average grant date fair value Non-vested as of January 1, 2022 — $ — Granted (1) 317,877 $ 15.78 Vested — $ — Forfeited — $ — Non-vested as of March 31, 2022 317,877 $ 15.78 (1) Year Two and Year Three Adj. EBITDA measured PSUs are excluded from the total amount of granted PSUs, since such units are not deemed granted for accounting purposes as of March 31, 2022. 158,938 of Year Two and Year Three Adj. EBITDA measured PSUs were excluded . As of March 31, 2022, the total unrecognized stock-based compensation, related to unvested PSUs was approximately $5.0 million, before income taxes, and is expected to be recognized over a weighted period of approximately 1.7 years. No PSUs vested during the three months ended March 31, 2022. The Company estimates that all PSU awards outstanding at March 31, 2022 will vest. Total PSU compensation expense was inconsequential for the three months ended March 31, 2022 and was recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations. The related income tax benefit for the year ended March 31, 2022 was inconsequential. |