SHARE BASED COMPENSATION | SHARE BASED COMPENSATION: Equity Incentive Plans The 2020 Equity Incentive Plan, initially adopted by the Company’s board of directors on August 5, 2020 as an amendment and restatement of the 2013 Equity Incentive Plan (“2013 Plan”), was amended and restated at the Closing of the Business Combination as the Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit (RSU) awards, stock appreciation rights, and other stock awards to employees, directors and consultants. Pursuant to the 2020 Plan, the exercise price for incentive stock options and non-statutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of grant. Options generally vest over 48 months measured from the date of grant. Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service. Under the terms of the 2020 Plan, the Company is authorized to issue 18,899,285 shares of common stock pursuant to awards under the 2020 Plan. As of October 19, 2021, the Company has issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 shares of restricted stock to employees, directors and consultants under the 2020 Plan. No awards have or will be issued under the 2020 Plan after October 19, 2021. Shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021 will become authorized for issuance pursuant to awards under the 2021 Plan (as defined below). The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders at the Special Meeting on October 12, 2021. Under the terms of the 2021 Plan, the Company is authorized to issue, pursuant to awards granted under the 2021 Plan, (a) up to 16,334,527 shares of Common Stock; plus (b) up to 15,802,050 shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021; plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4% of the number of shares of Common Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the board of directors may determine. As of December 31, 2021, the Company has issued 6,500,000 non-statutory stock options under the 2021 Plan. Stock-Based Compensation At the Closing of the Business Combination on October 19, 2021, Legacy Navitas’ outstanding vested and unvested share-based compensation awards (as such terms are defined below) were converted into equity, RSUs or options in the Company at a ratio of 1.0944 to 1 share (the “Exchange Ratio”). Share and per share information below has been converted from historical disclosures based on the Exchange Ratio. The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period. The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-line method to amortize stock awards granted over the requisite service period of the award, which may be explicit or derived, unless market or performance conditions result in a graded attribution. The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2021 and 2020: Year Ended Years ended December 31, (In thousands) 2021 2020 Cost of revenues $ 163 $ 331 Research and development $ 6,624 $ 477 Selling, general and administrative $ 34,617 $ 219 Total stock-based compensation expense $ 41,404 $ 1,027 Stock Options Generally, stock options granted under the Plans have 10 year terms and vest 1/4th on the anniversary of the vesting commencement date and 1/48th monthly thereafter. Stock options with performance vesting conditions begin to vest upon achievement of the performance condition. Expense is recognized beginning in the period in which performance is considered probable. The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model with the following weighted-average assumptions used during the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Risk-free interest rates 0.42 % 0.42 % Expected volatility rates 44 % 44 % Expected dividend yield — % — % Expected term (in years) 6 6 Weighted-average grant date fair value of options $ 0.48 $ 0.48 A summary of stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below: Shares Weighted- Weighted- Outstanding at December 31, 2019 9,932 $ 0.17 7.9 Granted 4,359 1.06 Exercised (205) 0.13 Forfeited or expired (1,105) 0.17 Outstanding at December 31, 2020 12,981 $ 0.47 7.8 Granted 208 1.06 Exercised (1,611) 0.16 Forfeited or expired (81) 0.89 Cancelled (244) $ 0.72 Outstanding at December 31, 2021 11,253 $ 0.51 6.8 Vested and Exercisable at December 31, 2021 7,519 $ 0.32 6.3 A summary of unvested stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below: Shares Weighted Unvested options outstanding at December 31, 2019 5,575 $ 0.07 Granted 4,359 0.44 Vested (2,333) 0.10 Forfeited or expired (1,105) 0.07 Unvested options outstanding at December 31, 2020 6,496 0.30 Granted 208 0.44 Vested (2,740) 0.23 Forfeited or expired (81) 0.37 Cancelled (148) $ 0.44 Unvested options outstanding at December 31, 2021 3,735 $ 0.36 During the years ended December 31, 2021 and 2020, the Company recognized $637 and $413, respectively, of stock-based compensation expense for the vesting of outstanding stock options, excluding $63 related to the LTIP Options described below. At December 31, 2021, unrecognized compensation cost related to unvested awards totaled $1,198. The weighted-average period over which this remaining compensation cost will be recognized is 1.7 years. Long-term Incentive Plan Stock Options The Company awarded a total of 6,500,000 performance stock options (“LTIP Options”) to certain members of senior management on December 29, 2021 pursuant to the 2021 Plan. These non-statutory options are intended to be the only equity awards for the recipients over the duration of the performance period. The options vest in increments subject to achieving certain performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $15.51 per share and the average fair value on the grant date was $6.05 based on the Black-Scholes model and a Monte Carlo simulation incorporating 100,000 scenarios. The valuation model utilized the following assumptions: Risk-free interest rate 1.47 % Expected volatility rates 42.48 % Expected dividend yield 0.00 % Cost of equity (for derived service period) 13.71 % Weighted-average grant date fair value of options $ 6.05 The Company recognized $63 of stock-based compensation expense for the year ended December 31, 2021 and expects to recognize in excess of $39,000 of share based compensation expense in future periods if all of the performance conditions are met. Restricted Common Stock In 2020, the Company awarded 531,834 common shares to an investor as consideration for consulting services. The Company recognized $282 and $282 of stock-based compensation expense for vesting during the years ended December 31, 2021 and 2020, respectively, based on grant date fair value per share of $1.06. As of December 31, 2021, the awards were fully vested. Rescinded Common Stock Awards On February 12, 2021, certain members of senior management entered into amended employment agreements, which provided for the right to purchase restricted Legacy Navitas common shares at $0.29 per share. These restricted shares were to vest over terms of up to four years, subject to various performance conditions. The purchases were funded with full recourse promissory notes bearing interest at rates ranging from 0.48% to 0.56% per annum. The share purchase agreements and related promissory notes were based on an initial grant date value of $0.29 per share based on a valuation report obtained from a third party, however, the Company later determined that the appropriate fair value at the date of grant was $5.53 per share. Restricted common stock issued at prices below fair value are recognized in compensation expense over the vesting term based on fair value at grant. On May 26, 2021, the Navitas Board and certain executives jointly decided to rescind the restricted stock awards granted to these executives on February 12, 2021, as well as the associated recourse promissory notes and the amendment to the executives’ employment agreements and the Company agreed to indemnify the executives from any personal tax consequences related to the rescission of these awards. As a result, the Company recognized $12,330 of additional stock-based compensation expense in the financial statements during the three months ended June 30, 2021. Such amount represents the recognition of compensation expense related to the unrecognized compensation cost at the rescission date. For the year ended December 31, 2021, the Company recognized compensation expense of $13,772 for restricted stock awards issued at prices below the grant date fair value of the awards. Restricted common stockholders are entitled to all of the rights of common stockholders. Disclosures above and in the table below regarding rescinded restricted shares have not been restated to give effect to the Exchange Ratio. Restricted Stock Units On August 25, 2021, the Company granted an aggregate of 4,135,000 Legacy Navitas RSU’s under the 2020 Plan to certain members of senior management pursuant to restricted stock unit agreements (collectively, the “RSU Agreements”). Each RSU represents the right to receive one share of common stock of the Company, subject to the vesting and other terms and conditions set forth in the RSU Agreements and the Plan. Up to 3,500,000 of these RSU awards vest in three equal installments over a three-year period subject to the occurrence of an IPO (which includes the Business Combination) and certain valuation targets, subject to an accelerated vesting schedule based on the satisfaction of certain stock price targets. Up to 500,000 RSUs vest on the six-month anniversary of the grant date, subject to the occurrence of an IPO and certain valuation targets. Up to 52,500 RSUs vest upon the occurrence of an IPO, while the remaining 82,500 RSUs vest as specified by an RSU Agreement over a period of approximately three years. As of October 19, 2021, the IPO performance condition had been met due to the Business Combination. A summary of restricted stock awards (“RSA”s) and RSUs outstanding as of December 31, 2021, and activity during the year then ended, is presented below: Restricted Common Stock Awards Shares Weighted-Average Weighted-Average Outstanding at December 31, 2020 — $ — $ — Granted 4,081 0.29 5.53 Vested — — — Forfeited — — — Rescinded (4,081) 0.29 5.53 Outstanding at December 31, 2021 — $ — $ — Restricted Stock Unit Awards Shares Weighted-Average Outstanding at December 31, 2020 — $ — Granted 4,525 9.62 Vested (57) 9.62 Forfeited — — Unvested and Outstanding at December 31, 2021 4,468 $ 9.62 Outstanding at December 31, 2021 4,525 $ 9.62 During the year ended December 31, 2021, the Company recognized $35,014 of stock-based compensation expense for the vesting of RSAs and RSUs. At December 31, 2021, unrecognized compensation cost related to unvested RSU awards totaled $24,311. The weighted-average period over which this remaining compensation cost is expected be recognized is 0.7 years. The Company implemented a stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of $2 million as of December 31, 2021 (included in accrued compensation expense liability on the balance sheet), by issuing a variable number of fully-vested restricted stock units to its employees in 2022. Based on the closing share price of the Company’s Class A Common Stock of $17.01 on December 31, 2021, approximately 117,578 shares would be issued, however the actual number of shares will be based on the share price at the date of settlement . Unvested Earnout Shares A portion of the earnout shares may be issued to individuals with unvested equity awards. While the payout of these shares require achievement of the Earn-out Milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $19,136 (or $11.52 per share). During the year ended December 31, 2021, the Company recognized $5,244 of stock-based compensation expense for the vesting of earnout shares. At December 31, 2021, unrecognized compensation cost related to unvested earnout shares totaled $13,892. The weighted-average period over which this remaining compensation cost is expected be recognized is 0.7 years. |