Note 15 - Share-based Compensation

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 15.  Share-Based Compensation

Equity Plans

The Company’s board of directors and stockholders approved the following equity plans:

● the 2013 Equity Incentive Plan ("2013 Plan")

● the 2021 Equity Incentive Plan ("2021 Plan")

● the 2023 Equity Inducement Plan ("Inducement Plan")

The Company has issued stock options, restricted stock awards ("RSAs") and restricted stock units ("RSUs") to employees, consultants and non-employee directors. Stock option awards generally vest over a four-year period and have a maximum term of ten years. Stock options under these plans have been granted with an exercise price equal to the fair market value on the date of the grant. Nonqualified and Incentive Stock Options, RSAs and RSUs may be granted from these plans.

Stock Options

Options have been granted to the Company’s employees under the 2013 Plan and generally become exercisable as to 25% of the shares on the first anniversary date following the date of grant and 12.5% on a semi-annual basis thereafter. All options expire ten years after the date of grant.

The following is a summary of option activity:

						Weighted				Weighted
				Weighted		Average				Average
				Average		Share Price		Weighted		Remaining		Aggregate
	Number of			Exercise		on Date of		Average		Contractual		Intrinsic
	shares			Price		Exercise		Fair Value		Life		Value
	(in thousands, except price data and Contractual Life)
Outstanding at January 1, 2024		1		$	13.84		—	$	7.12		0.08	$	8
Exercised		—			13.84		—		7.12		—		2
Forfeited		(1	)		13.84		—		7.12		—		—
Outstanding, September 30, 2024		—			—		—		—		—		—
Exercisable, September 30, 2024		—			—		—		—		—		—
Vested and expected to vest		—			—		—		—		—		—

 

As of September 30, 2024, there was no unrecognized stock option expense.

Performance Based Incentive

​Starting in 2021, certain senior executives were granted performance stock units ("PSUs") under our 2021 Equity Incentive Plan ("2021 Plan"), which generally vest over a three-year period subject to achievement of certain pre-established performance metrics. The number of shares of common stock that would ultimately be issued to settle PSUs granted ranged from 0% to 200% of the target number of shares granted. We estimate the fair value of the PSUs on the date of grant using a Monte Carlo simulation model, with stock-based compensation expense recognized ratably over the applicable three-year performance period. The Company recognized stock-based compensation expense for the PSUs for the three months ended  September 30, 2024 and 2023 of $3.8 million and $1.1 million, respectively. The Company recognized stock-based compensation expense for the nine months ended  September 30, 2024 and 2023 of $5.8 million and $2.0 million, respectively.

On June 12, 2024, the Compensation Committee certified the Company exceeded the maximum performance target level for each of the performance targets set for the PSUs granted in June 2021 (the "2021 PSUs"). Therefore, applicable employees were entitled to payment of the 2021 PSUs at 200% of the target shares granted under the 2021 Plan. On June 6, 2024, at the annual meeting of stockholders, a proposal to increase the number of shares of common stock authorized for issuance under the 2021 Equity Incentive Plan by 2,000,000 shares was not approved, and as a result, the Company did not have enough shares of common stock available for issuance to satisfy the additional shares earned above 100% of target shares of the 2021 PSUs (the "2021 Additional Shares"). In lieu of shares of common stock, the Company settled the 2021 Additional Shares in cash, resulting in an additional $2.8 million of stock-based compensation expense in thenine months ended September 30, 2024. 

The following is a summary of PSU activity for the nine months ended September 30, 2024:

				Weighted
				Average Share		Weighted		Aggregate
	Number of			Price on Date		Average Fair		Intrinsic
	shares			of Release		Value		Value
	(in thousands, except price data)
Outstanding at January 1, 2024		1,533			—	$	7.82	$	29,610
Granted		191			—		16.40		1,958
Released		(277	)		10.44		14.27		2,890
Cancelled/Forfeited		—			—		—		—
Outstanding, September 30, 2024		1,447			—		7.72		20,711
Vested and expected to vest		1,447			—	$	7.72		20,711

As of September 30, 2024, there was $6.7 million of unrecognized stock-based compensation expense related to outstanding PSUs, which expense is expected to be recognized over 1.9 years.

Restricted Stock Units

The following is a summary of RSU activity:

				Weighted
				Average Share		Weighted		Aggregate
	Number of			Price on Date		Average Fair		Intrinsic
	shares			of Release		Value		Value
	(in thousands, except price data)
Outstanding at January 1, 2024		2,873			—	$	4.89	$	55,507
Granted		701			—		10.52		7,375
Released		(1,031	)		12.51		6.11		12,895
Cancelled/Forfeited		(27	)		—		6.16		394
Outstanding, September 30, 2024		2,516			—		5.95		36,001
Vested and expected to vest		2,516			—	$	5.95	$	36,001

As of September 30, 2024, there was $13.3 million of unrecognized compensation expense related to these RSUs. This expense is expected to be recognized over 2.5 years.

Share-Based Compensation

Employee share-based compensation expenses recognized for the periods indicated (in thousands):

	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Share-based compensation - by expense type
Cost of goods sold	$	116	$	123	$	355	$	393
Research and development		356		358		1,114		1,135
Sales and marketing		334		300		1,160		786
General and administrative		2,137		2,454		9,212		6,273
Total share-based compensation expense	$	2,943	$	3,235	$	11,841	$	8,587