Accounting for Stock Based Compensation | Note 17 — On May 16, 2013, the Compensation Committee of the Company’s Board of Directors (the “Board”) approved the Gentherm Incorporated 2013 Equity Incentive Plan (the “2013 Plan”), covering 3,500,000 shares of our Common Stock. The 2013 Plan was amended on May 19, 2017 to increase the number of available shares by 2,000,000 and further amended on May 21, 2020 to increase the number of available shares by 2,450,000. The 2013 Plan permits the granting of various awards including stock options (including both nonqualified options and incentive options), stock appreciation rights (“SARs”), restricted stock and restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) shares and certain other awards to employees, outside directors and consultants and advisors of the Company. As of December 31, 2021, the Company had an aggregate of 2,739,534 shares of Common Stock available to issue under the 2013 Plan. All equity plans are administered by the Compensation Committee of the Board. During the three-year period ended December 31, 2021, the Company has outstanding stock options, SARs, restricted stock awards and restricted stock units to employees, directors and consultants. These awards become available to the recipient upon the satisfaction of a vesting condition, either based on a period of service or based on the performance of a specific achievement. For equity-based awards with a service condition, the requisite service period typically ranges between three to four years for employees and consultants and one year for directors. As of December 31, 2021, there were 319,336 PSUs outstanding. These awards cliff vest after three-years three-year Under FASB ASC Topic 718, the provisions of the PSUs that vest upon the achievement of relative TSR are considered a market condition, and therefore the effect of that market condition is reflected in the grant date fair value for this portion award. A third party was engaged to complete a Monte Carlo simulation to account for the market condition. That simulation takes into account the beginning stock price of our common stock, the expected volatilities for the relative TSR comparator group, the expected volatilities for the Company’s stock price, correlation coefficients, the expected risk-free rate of return and the expected dividend yield of the Company and the comparator group. The single grant-date fair value computed by this valuation method is recognized by the Company in accounting for the awards regardless of the actual future outcome of the relative TSR feature. The grant date fair value of the other PSUs and RSUs are calculated as the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares subject to the award. Each of ROIC and Adjusted EBITDA is considered a performance condition and the grant-date fair value for ROIC PSUs and Adjusted EBITDA PSUs corresponds with management's expectation of the probable outcome of the performance condition as of the grant date. The total recognized and unrecognized stock-based compensation expense is as follows: Stock-Based Compensation Expense 2021 2020 2019 Unrecognized Stock-Based Compensation Expense at December 31, 2021 Options $ 482 $ 836 $ 885 $ - Restricted Shares 1,198 1,495 1,600 309 Restricted Stock Units 4,594 3,137 1,751 7,423 Performance Based Units 5,535 3,361 2,017 8,572 Stock Appreciation Rights 2,721 5,494 2,336 - Total Stock-Based Compensation $ 14,530 $ 14,323 $ 8,589 $ 16,304 The related deferred tax benefit for the years ended December 31, 2021, 2020 and 2019 was $2,725, $3,002, and $1,573, respectively. If Gentherm were to realize expired share-based payment arrangements, they would be reported as a forfeit in the activity roll forward tables below. Stock Options The following table summarizes stock option activity during the years ended December 31, 2021, 2020 and 2019: Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 1,653,000 $ 38.53 4.28 $ 3,610 Granted — — Exercised (428,250 ) 38.66 Forfeited (355,750 ) 39.99 Outstanding at December 31, 2019 869,000 $ 37.87 3.51 $ 5,172 Granted — — Exercised (434,250 ) 38.12 Forfeited (6,750 ) 38.05 Outstanding at December 31, 2020 428,000 $ 37.61 3.20 $ 11,815 Granted — — Exercised (215,250 ) 38.46 Forfeited (6,000 ) 38.05 Outstanding at December 31, 2021 206,750 $ 36.72 2.60 $ 10,375 Exercisable at December 31, 2021 206,750 $ 36.72 2.60 $ 10,375 There have been no stock options granted since the year ended December 31, 2017 and all options are currently vested. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $8,269, $5,317 and $1,681, respectively. Restricted Stock The following table summarizes restricted stock activity during the years ended December 31, 2021, 2020 and 2019: Unvested Restricted Shares Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2018 136,566 $ 37.16 Granted 19,920 40.16 Vested (91,566 ) 37.09 Forfeited (30,000 ) 38.05 Outstanding at December 31, 2019 34,920 $ 38.31 Granted 32,406 39.96 Vested (32,420 ) 38.33 Forfeited — — Outstanding at December 31, 2020 34,906 $ 39.82 Granted 13,742 70.18 Vested (37,272 ) 41.70 Forfeited — — Outstanding at December 31, 2021 11,376 $ 70.33 The compensation cost associated with restricted shares is estimated on the date of grant using quoted market prices (Level 1 input). The total fair value of restricted shares vested in 2021, 2020 and 2019 was $1,554, $1,499 and $3,697, respectively. RSUs The following table summarizes restricted stock unit activity during the years ended December 31, 2021, 2020 and 2019: Unvested Restricted Stock Units Time Vesting Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2018 86,392 $ 42.53 Granted 107,391 40.99 Vested (23,956 ) 42.62 Forfeited (28,086 ) 39.88 Outstanding at December 31, 2019 141,741 $ 42.16 Granted 132,864 34.41 Vested (50,953 ) 42.13 Forfeited (14,747 ) 39.16 Outstanding at December 31, 2020 208,905 $ 37.26 Granted 93,539 79.79 Vested (88,296 ) 38.49 Forfeited (20,522 ) 48.76 Outstanding at December 31, 2021 193,626 $ 56.02 The total intrinsic value of restricted stock units vested during the years ended December 31, 2021, 2020 and 2019 was $3,398, $2,214 and $1,000, respectively. PSUs The following table summarizes performance stock unit activity during the years ended December 31, 2021, 2020 and 2019: Unvested Performance Stock Units Relative TSR Target Shares Weighted-Average Grant Date Fair Value ROIC Target Shares Weighted-Average Grant Date Fair Value Adjusted EBITDA Target Shares Weighted-Average Grant Date Fair Value Total Outstanding at December 31, 2018 64,785 $ 62.45 64,792 $ 42.53 — $ — 129,577 Granted 56,380 57.39 56,375 41.51 — — 112,755 Vested — — — — — — — Forfeited (26,124 ) 53.98 (26,128 ) 39.41 — — (52,252 ) Outstanding at December 31, 2019 95,041 $ 61.77 95,039 $ 42.78 — $ — 190,080 Granted 77,967 49.25 77,967 33.72 — — 155,934 Vested — — — — — — — Forfeited (15,090 ) 56.84 (15,090 ) 39.96 — — (30,180 ) Outstanding at December 31, 2020 157,918 $ 56.06 157,916 $ 38.58 — $ — 315,834 Granted 20,626 118.08 40,580 78.98 39,930 79.49 101,136 Performance Adjustment 30,828 69.18 (30,830 ) 44.92 — — (2 ) Vested (61,656 ) 69.18 — — — — (61,656 ) Forfeited (16,148 ) 61.10 (17,374 ) 44.32 (2,454 ) 79.49 (35,976 ) Outstanding at December 31, 2021 131,568 $ 62.09 150,292 $ 47.52 37,476 $ 79.49 319,336 The total intrinsic value of performance stock units vested during the years ended December 31, 2021, 2020 and 2019 was $4,265, $0 and $0, respectively. SARs The following table summarizes SARs activity during the years ended December 31, 2021, 2020 and 2019: Stock Appreciation Rights Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 988,100 $ 40.61 3.57 $ 2,064 Granted — — Exercised (179,500 ) 32.84 Forfeited (254,350 ) 42.63 Outstanding at December 31, 2019 554,250 $ 39.41 2.84 $ 2,981 Granted — — Exercised (342,150 ) 38.22 Forfeited (40,500 ) 44.39 Outstanding at December 31, 2020 171,600 $ 40.60 2.44 $ 4,224 Granted — — Exercised (116,000 ) 40.34 Forfeited — — Outstanding at December 31, 2021 55,600 $ 41.15 1.28 $ 2,544 Exercisable at December 31, 2021 55,600 $ 41.15 1.28 $ 2,544 There have been no SARs granted since the year ended December 31, 2017 and all SARs are currently vested. The total intrinsic value of SARs exercised during the years ended December 31, 2021, 2020 and 2019 was $4,301, $4,164 and $1,588, respectively. |