Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Performance and Incentive Pay Plan

The Company’s Performance and Incentive Pay Plan (the “PIPP”) was approved on February 20, 2019 and amended on May 29, 2020 and June 2, 2022. The PIPP is a stock-based compensation plan to attract, retain and motivate employees and directors while directly linking incentives to increases in stockholder value. Terms and conditions (including performance-based vesting criteria) of awards granted under the PIPP are approved by the Board of Directors or the Compensation Committee of the Board of Directors, who administer the PIPP. Awards may be granted in a variety of forms, including restricted stock, restricted stock units, stock options, stock appreciation rights, performance awards, and other stock-based awards.

On June 2, 2022, the Company’s stockholders approved an amendment to the PIPP which increased the number of authorized shares of common stock available for issuance by 12.0 million shares of common stock. As a result, 14,508,002 shares are authorized for issuance under the PIPP. As of December 31, 2022, there were 9,452,267 shares available for issuance under the PIPP.

As of December 31, 2022, all awards granted under the PIPP were in the form of restricted stock units to employees or consultants of the Company. Restricted stock units granted under the PIPP without performance-based vesting criteria typically vest in either equal annual installments over two to four years, or in entirety on the fourth anniversary after the grant date. Awards granted with performance-based vesting criteria typically vest in annual installments over three years subject to the achievement of certain financial and operating results of the Company. Certain restricted stock units granted to non-employee directors vest immediately while others vest in substantially equal installments over a two to three years period.

For restricted stock units granted prior to August 2020, a price per share was not determined upon the grant date. The number of shares of common stock of the Company to be issued upon vesting was calculated on the vesting date, which was either the second or third anniversary of the date of the grant, or the annual date the compensation committee determined the achievement of the corporate performance targets. Such unvested restricted stock unit awards were included in Other liabilities until each vesting date when the amount was transferred to Additional paid-in capital. As of December 31, 2022, there were no remaining restricted stock unit grants outstanding required to be accounted for as Other liabilities. Prior to each vesting date, the Company estimated the number of shares of common stock to be issued upon vesting using the closing share price of its common stock on the last day of each reporting period as quoted on the Nasdaq Capital Market.

The following tables summarize the Company’s unvested share awards outstanding as of December 31, 2022 and 2021 under the PIPP:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested at December 31, 2021(1)	2,210,911	$	2.82
Granted	3,307,072	1.30
Impact of fluctuations in share price(2)	(515,198)	0.60
Canceled/forfeited	(282,500)	3.10
Vested(3)	(1,173,132)	2.96
Unvested at December 31, 2022	3,547,153	$	1.99


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested at December 31, 2020(1)	545,696	$	8.12
Granted	1,171,869	5.08
Impact of fluctuations in share price(2)	1,632,136	0.61
Canceled/forfeited(1)	(762,822)	3.42
Vested	(375,968)	4.06
Unvested at December 31, 2021(1)	2,210,911	$	2.82

(1)Amount includes liability-based awards for which the number of units awarded was not determined until the vesting date. The number of liability-based award units included in this amount were estimated using the market value of the Company’s common shares as of the end of each reporting period.

(2)Amount represents difference between liability-based awards estimated as of the end of the previous reporting period and the number of shares of common stock issued upon vesting.

(3)On December 31, 2022, 31,152 restricted stock units vested and the corresponding issuance of shares of common stock was deferred as the Company was under a trading black-out as of the date of vesting. The shares of common stock will be issued upon expiration of the trading black-out.

During the years ended December 31, 2022 and 2021, the Company reclassified $0.7 million and $0.8 million from Other liabilities, current to Additional paid-in capital for performance-based restricted stock units that vested.

The total intrinsic value of restricted stock units (calculated as the product of price per share on the vesting date times the number of restricted stock units vested) vested during the years ended December 31, 2022 and 2021 was $1.3 million for both periods.

During the years ended December 31, 2022 and 2021, the Company recorded compensation expense of $2.5 million and $2.3 million related to restricted stock awards.

As of December 31, 2022, there was $4.8 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of approximately 2.10 years.