STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2017 Stock Incentive Plan In 2017, the Company adopted its 2017 Stock Incentive Plan (the “2017 Plan”) which provided for the granting of stock options, restricted stock, and RSUs to employees, directors, and consultants of the Company. Options granted under the 2017 Plan were either Incentive Stock Options (“ISOs”) or Nonqualified Stock Options (“NSOs”). Awards under the 2017 Plan were granted for periods of up to ten years. Under the terms of the 2017 Plan, awards were granted at an exercise price not less than the estimated fair value of the shares on the date of grant, as determined by the Company’s Board of Directors. For employees holding more than 10% of the voting rights of all classes of stock, the exercise price of ISOs and NSOs was not less than 110% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. Awards generally vested over one 2020 Stock Incentive Plan In 2020, the Company adopted its 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan provided for the granting of stock options, restricted stock, and RSUs to employees, directors, and consultants of the Company. Options granted under the 2020 Plan were either ISOs or NSOs. Awards under the 2020 Plan were granted for periods of up to ten years. Under the terms of the 2020 Plan, awards were granted at an exercise price not less than the estimated fair value of the shares on the date of grant, as determined by the Company’s Board of Directors. For employees holding more than 10% of the voting rights of all classes of stock, the exercise price of ISOs and NSOs was not less than 110% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. Awards generally vested over one 2022 Equity Incentive Plan In 2022, the Company adopted its 2022 Equity Incentive Plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, and RSUs to employees, non-employee directors, and consultants of the Company. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Incentive Plan. The initial number of shares of the Company’s common stock reserved for issuance under the 2022 Incentive Plan was approximately 15.5 million, plus up to approximately 8.3 million shares subject to awards granted under the 2017 and 2020 Plans. Beginning on March 1, 2022 and ending on (and including) March 31, 2031, the number of shares of the Company’s common stock that may be issued under the 2022 Incentive Plan increases by a number of shares equal to the lesser of (i) 4.0% of the outstanding shares on the last day of the immediately preceding month or (ii) such lesser number of shares (including zero) that the Company’s Board determines for the purposes of the annual increase for that fiscal year. 2022 Inducement Plan In 2022, the Company adopted its 2022 Inducement Plan, which provides for the granting of stock options, SARs, restricted stock, and RSUs to individuals who were not previously employees of Energy Vault, or following a bona fide period of non-employment, as inducement material to such individuals entering into employment with Energy Vault. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Inducement Plan. 8.0 million shares of the Company’s common stock are reserved for issuance under the 2022 Inducement Plan. Stock Option Activity Stock option activity for the nine months ended September 30, 2024 was as follows (amounts in thousands, except per share data): Options Outstanding Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance as of December 31, 2023 5,807 $ 1.71 6.37 $ 3,605 Stock options granted 1,050 1.12 — — Stock options exercised — — — — Stock options forfeited, canceled, or expired (34) 0.80 — — Balance as of September 30, 2024 6,823 1.62 6.27 215 Options exercisable as of September 30, 2024 2,359 1.52 5.67 211 Options vested and expected to vest as of September 30, 2024 6,823 $ 1.62 6.27 215 As of September 30, 2024, total unrecognized stock-based compensation expense related to unvested awards that are expected to vest was $4.7 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 1.95 years. The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the closing stock price of the Company’s common stock on the NYSE as of September 30, 2024. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The following table summarizes the assumptions used for estimating the fair value of stock options granted during the nine months ended September 30, 2024. Expected term (in years) 6.25 Expected volatility 95% to 99% Risk-free interest rate 3.54% to 4.40% Expected dividend yield — The expected term is the period of time that granted options are expected to be outstanding. The Company uses SEC Staff Accounting Bulletin No. 107 simplified method for “plain vanilla” options with the following characteristics: (i) the share options are granted at market price on the grant date; (ii) exercisability is conditional on performing service through the vesting date; (iii) if an employee terminates service prior to vesting, the employee would forfeit the share options, (iv) if an employee terminates service after vesting, the employee would have 90 days to exercise the share options; and (v) the share options are nontransferable and non-hedgeable. The volatility assumption is based on the historical volatility of the Company and peer companies’ common stock. The risk-free interest rate is based on U.S. treasury rates with an equivalent remaining expected term. Restricted Stock Units RSU activity for the nine months ended September 30, 2024 was as follows (amounts in thousands, except per share data): Number of RSUs Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2023 19,029 $ 4.55 RSUs granted 10,768 1.50 RSUs forfeited (1,359) 3.68 RSUs vested (5,130) 4.98 Nonvested balance as of September 30, 2024 23,308 $ 3.10 As of September 30, 2024, unrecognized stock-based compensation expense related to these RSU s was $55.4 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 1.72 years. The Company issues market-based RSUs that vest upon the Company’s stock reaching certain price targets. For these RSUs, the Company determines fair value by using a Monte Carlo simulation, which involves random iterations that take different future price paths over the RSU’s contractual life based on appropriate probability distributions (which are based on commonly applied Black-Scholes inputs). The fair value of each market-based RSU is determined by taking the average grant date fair value under each Monte Carlo simulation trial. Compensation expense is recognized on a straight-line basis over the derived service period and there is no ongoing adjustment or reversal based on actual achievement during the vesting period. The following table summarizes the assumptions used for estimating the fair value of market-based RSUs granted during the nine months ended September 30, 2024. Expected term (in years) 4.00 Expected volatility 90% to 95% Risk-free interest rate 3.40% to 4.49% Expected dividend yield — Stock-Based Compensation Expense Total stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 is as follows (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Sales and marketing $ 1,794 $ 1,801 $ 5,291 $ 5,477 Research and development 2,241 2,898 6,527 8,832 General and administrative 6,213 6,015 17,618 20,214 Total stock-based compensation expense $ 10,248 $ 10,714 $ 29,436 $ 34,523 |