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Note 11 - Share-based Compensation
12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

11.

SHARE-BASED COMPENSATION

 

Amazon Warrant

 

On January 23, 2018, Startek entered into the Amazon Transaction Agreement, pursuant to which we agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon, a warrant (the “Warrant”) to acquire up to 4,000,000 shares of our common stock, subject to certain vesting events. The vesting of the Warrant shares is linked to payments made by Amazon or its affiliates pursuant to a service contract. Since no vesting event occurred in the fiscal year 2021 and we do not anticipate additional vesting in the near future, the Company had not accrued any contra revenue as per ASC 606.

 

 

Share-based compensation

Our share-based compensation arrangements include grants of stock options, restricted stock units and deferred stock units under the StarTek, Inc. 2008 Equity Incentive Plan and our Employee Stock Purchase Plan. The compensation expense that has been charged against income for the year ended December 31, 2022 and 2021 was $1,551 and $1,418 respectively and is included in selling, general and administrative expense. As of December 31, 2022, there was $2,395 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted-average period of 2.19 years.

 

In connection with the Aegis Transactions, the Company maintained Startek's 2008 Equity Incentive Plan (the “Plan”), which reserved 900,000 shares of common stock for issuance pursuant to the terms of the Plan plus 274,298 shares that remained available for future issuance under prior plans on the effective date of the Plan, which was May 5, 2008. An Amended and Restated Plan was approved by our board of directors and stockholders at our annual meeting of stockholders in May 2014, which authorized an additional 500,000 shares of common stock for issuance. At our annual meeting of stockholders in June 2016, May 2019, and May 2020 the board of directors and stockholders authorized another 250,000, 300,000, and 200,000 shares of common stock for issuance respectively, under the Amended and Restated Plan. Additional 225,000 shares and 1,550,000 shares were authorized by board and majority shareholders in September 2020 and May 2021 respectively, under the Amended and Restated Plan. As of December 31, 2022, there were 907,085 shares available for future grant under the Plan. Our plan is administered by the Compensation Committee (the "Committee") of the Board of Directors. The types of awards that may be granted under the Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, performance units or other stock-based awards. The terms of the awards granted under the Plan will expire no later than ten years from the grant date. The Committee determines the vesting conditions of awards; however, subject to certain exceptions, an award that is not subject to the satisfaction of performance measures may not fully vest or become fully exercisable earlier than three years from the grant date, and the performance period for an award subject to performance measures may not be shorter than one year.

 

At the beginning of each quarter, members of the board of directors, at their option, may elect to receive as compensation (1) stock options to purchase shares of common stock with a fair value equivalent of $22,500 (calculated using the Black-Scholes pricing model), (2) shares of common stock with a grant date fair value of $22,500, (3) deferred stock units with a fair value equivalent of $22,500 (calculated using the Black-Scholes pricing model), with ownership of the common stock vesting immediately or over a period determined by the Committee and stated in the award or (4) any combination of options and common stock. Upon the date of grant, the members of the board of directors are immediately vested in the stock options or common stock.
 

Stock options

 

A summary of stock option activity under the Plan is as follows: 

 

  

Year Ended December 31, 2022

 
  

Shares

  

Weighted Average Exercise Price

  

Weighted-Average Remaining Contractual Term (in years)

 

Outstanding as of December 31, 2021

  2,738,107   5.84   - 

Granted

  765,138   5.51   - 

Exercised / Released

  (116,616)  2.57   - 

Cancelled / Forfeited

  (841,667)  5.64   - 

Expired

  (12,100)  2.90   - 

Outstanding as of December 31, 2022

  2,532,862   5.97   6.00 

Vested and exercisable as of December 31, 2022

  1,753,486   6.06   4.67 

 

  

Year Ended December 31, 2021

 
  

Shares

  

Weighted Average Exercise Price

  

Weighted-Average Remaining Contractual Term (in years)

 

Outstanding as of December 31, 2020

  2,395,663   5.38   - 

Granted

  777,310   5.93   - 

Exercised / Released

  (407,225)  3.43   - 

Cancelled / Forfeited

  (10,000)  6.43   - 

Expired

  (17,641)  2.85   - 

Outstanding as of December 31, 2021

  2,738,107   5.84   6.41 

Vested and exercisable as of December 31, 2021

  1,834,355   5.90   4.92 

 

The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $2.96 and $3.64, respectively. The total fair value of shares vested was $1,296 and $1,280 during the years ended December 31, 2022 and 2021, respectively.
 

The assumptions used to determine the value of our stock-based awards under the Black-Scholes method are summarized below:

 

  

Year Ended December 31, 2022

  

Year Ended December 31, 2021

 

Risk-free interest rate

  

1.63%-3.67%

   

0.93% - 1.69%

 

Dividend yield

  -   - 

Expected volatility

  

54.44%-55.41%

   

54.61% - 55.39%

 

Expected life in years

  10   10 

 

The risk-free interest rate is based on the U.S. Treasury strip yield in effect at the time of grant with a term equal to the expected term of the stock option granted. Average expected life and volatilities are based on historical experience, which we believe will be indicative of future experience.
 

Employee Stock Purchase Plan

 

In connection with the Aegis Transactions, the Company maintained Startek's employee stock purchase plan ("ESPP"). Under the terms of our ESPP, eligible employees may authorize payroll deductions up to 10% of their base pay to purchase shares of our common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each quarterly stock purchase period. A total of 400,000 shares were authorized under the original ESPP Plan; an Amended and Restated Plan was approved by our board of directors and stockholders at our annual meeting of stockholders in June 2016 and May 2019, which authorized an additional 100,000 and 150,000 shares of common stock for issuance. As of December 31, 2022, 62,726 shares were available for issuance.
 
During year ended December 31, 2022 and 2021, 19,470 shares and 20,206 shares were purchased under this plan at an average price of $2.96 and $5.39, respectively. Total expense recognized related to the ESPP during 2022 and 2021, was $18 and $34, respectively. The assumptions used to value the shares under the ESPP using the Black-Scholes method were as follows:

 

  

Year Ended December 31, 2022

  

Year Ended December 31, 2021

 

Risk-free interest rate

  

0.52%-4.42%

   

0.03% - 0.06%

 

Dividend yield

  -   - 

Expected volatility

  

43.11%-87.26%

   

49.27% - 70.32%

 

Expected life in years

  

3 months

   

3 months

 

 

The weighted average grant date fair value of these shares was $0.92 and $1.67 per share during year ended December 31, 2022 and 2021, respectively.
 

Gratuity and other post-employment benefit plans

 

a) 401(k) Plan

 

We have a safe harbor 401(k) plan that allows participation by all eligible employees as of the first day of the month following their hire date. Eligible employees may contribute up to the maximum limit determined by the Internal Revenue Code. Participants receive a matching contribution after completing one year of service. We match 100% of the participant’s contribution for the first 3% and 50% of the participant’s contribution for the next 2%. Company matching contributions to the 401(k) plan totaled $343 and $361 during year ended December 31, 2022 and December 31, 2021, respectively.

 

b) Philippines Pension Plan

 

The Company sponsors a non-contributory defined benefit pension plan (the “Pension Plan”) for its covered employees in the Philippines. The Pension Plan provides defined benefits based on years of service and final salary.
 
All permanent employees meeting the minimum service requirement are eligible to participate in the Pension Plan. Remeasurement changes are reflected in Accumulated Other Comprehensive Income (AOCI). As of December 31, 2022 and December 31, 2021 the defined benefit obligation of $213 and $199, respectively, were included in other long term liabilities in the Consolidated Balance Sheets.
 

c)   Defined contribution plans

 

Contributions to defined contribution plans are charged to the consolidated statement of operations in the period in which services are rendered by the covered employees. The Company contributed the following amounts to defined contribution plans in various jurisdictions for given period:

 

Particulars

 

Year Ended December 31, 2022

  

Year Ended December 31, 2021

 

Contribution to defined contribution plans

  9,651   9,964 

 

d)    Defined benefit plans

 

Gratuity Plan (Unfunded)

 

In accordance with applicable local laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan) covering certain categories of employees in India. The Gratuity Plan provides a lump-sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employee’s last drawn salary and the years of employment with the Company. The Gratuity Plan benefit cost for the year is calculated on an actuarial basis. The following table sets forth amounts of obligation recognised in financial statements based on actuarial valuations carried out as of December 31, 2022 and 2021:

 

Particulars

 

December 31, 2022

  

December 31, 2021

 

(a) Liability recognized in consolidated balance sheet

        

Liability at the end of the year

  2,031   2,224 
         

(b) Current/Non current liability

        

Current liability

  484   513 

Non current liability

  1,547   1,711 

 

e)   Compensated absences

 

The Company’s liability for compensated absences is determined based upon local laws/company policy. The Company establishes the liability based upon the employee’s last salary.