Stock-Based Compensation And Stock Repurchases

3 Months Ended

Mar. 31, 2024

Stock-Based Compensation and Stock Repurchase [Abstract]

Stock-Based Compensation And Stock Repurchases

Note 17 – Stock-Based Compensation and Stock Repurchases

Employee and Director Stock Incentive Plan

2020 Stock Incentive Plan

On November 4, 2020, the Company enacted the 2020 Stock Incentive Plan, which was also approved by the Company’s stockholders on December 8, 2020 (as amended, the “2020 Plan”). Under the 2020 Plan, the number of permitted authorized shares for issuance was originally set at 1,250,000, plus any shares reserved for awards outstanding under the 2010 Plan that were subsequently forfeited (for instance, through a then outstanding out of the money option) or if the related shares are repurchased, a corresponding number of shares would automatically become available for issuance under the 2020 Plan. On December 7, 2023, the Company’s stockholders,

upon recommendation of the Company’s board of directors, approved the First Amendment to the 2020 Stock Incentive Plan, increasing the number of Class A Common Stock reserved for issuance under the 2020 Plan by an additional 971,807 shares.

Under the 2020 Plan, the Company may grant stock options and other share-based payment awards of our Class A Common Stock to eligible employees, directors and consultants. At March 31, 2024, there were 1,468,375 shares of Class A Common Stock available for issuance under the 2020 Plan, which includes shares from the 2010 Plan that become available for issuance due to the forfeiture of then outstanding out of the money stock options.

Stock options are granted at exercise prices equal to the grant-date market prices and typically expire no later than five years from the grant date. In contrast to a stock option where the grantee buys our Company’s share at an exercise price determined on the grant date, a restricted stock unit (“RSU”) entitles the grantee to receive one share for every RSU based on a vesting plan, typically between one year and four years from grant. As discussed further below, a performance component has been added to certain of the RSUs granted to management. At the time the options are exercised or RSUs vest and are settled, at the discretion of management, we will issue treasury shares or make a new issuance of shares to the option or RSU holder.

Stock Options

We have estimated the grant-date fair value of our stock options using the Black-Scholes option-valuation model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility, and the expected life of the options. We expensed the estimated grant-date fair values of options over the vesting period on a straight-line basis. Based on our historical experience, the “deemed exercise” of expiring in-the-money options and the relative market price to strike price of the options, we have not estimated any forfeitures of vested or unvested options.

Stock options to purchase 207,657 shares of Class A Common Stock were issued to the Board of Directors upon their reelection to the Board in December 2023 for their services for their 2024 term. No other stock options were granted in 2023 or during the first quarter of 2024.

For the three months ended March 31, 2024, and 2023, we recorded a compensation expense of $49,000 and $9,000, respectively, with respect to our prior stock option grants. At March 31, 2024, the total unrecognized estimated compensation expense related to non-vested stock options was $147,000, which we expect to recognize over a weighted average vesting period of 0.75 years. The intrinsic, unrealized value of all options outstanding vested and expected to vest, at March 31, 2024, was nil, as the closing price of our Class A Common Stock on that date was $1.82.

The following table summarizes the number of options outstanding and exercisable as of March 31, 2024, and December 31, 2023:

	Outstanding Stock Options - Class A Shares
	Number ‎of Options	Weighted ‎Average ‎Exercise Price		Weighted ‎Average ‎Remaining ‎Years of ‎Contractual ‎Life	Aggregate ‎Intrinsic ‎Value
	Class A	Class A		Class A	Class A
Balance - December 31, 2022	327,498	$	15.87	1.24	$	—
Granted	207,657		1.92	—		—
Exercised	—		—	—		—
Forfeited	(122,376)		—	—		—
Balance - December 31, 2023	412,779	$	14.19	1.79	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	(205,122)		—	—		—
Balance - March 31, 2024	207,657	$	1.92	9.69	$	—

Restricted Stock Units

The following table summarizes the status of RSUs granted to date as of March 31, 2024:

	Restricted Stock Units
	RSU Grants (in units)			Vested,	Unvested,	Forfeited,
Grant Date	Directors	Management	Total ‎Grants	March 31, ‎2024	March 31, ‎2024	March 31, ‎2024
Opening balance	265,755	793,353	1,059,108	839,176	156,278	63,654
April 18, 2022	—	428,899	428,899	75,721	306,638	46,540
December 15, 2022	73,683	—	73,683	73,683	—	—
April 11, 2023	—	413,536	413,536	—	404,504	9,032
April 21, 2023	—	237,719	237,719	—	229,194	8,525
April 28, 2023	—	20,427	20,427	—	20,427	—
Total	339,438	1,893,934	2,233,372	988,580	1,117,041	127,751

Time vested RSU awards to management typically vest 25% on the anniversary of the grant date and the remainder over a period of four years. Beginning in 2020, a performance component has been added to certain of the RSUs granted to management, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. From 2021 onwards, RSUs have two vesting structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period of four years, with the remaining 25% contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the date of the grant. In the case of our Chief Executive Officer, RSUs vest 50% evenly over a period of four years with the remaining 50%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the grant date. On April 11 and April 21, 2023, the Board of Directors determined that our Company was not in a position to pay cash bonuses that would otherwise have been earned by certain members of management under our Company’s Incentive Compensation Plan for 2022, and authorized the issuance in lieu of such cash bonuses 85,139 RSUs, vesting on April 11, 2024 and 52,360 RSUs, vesting on April 21, 2024.

For the three months ended March 31, 2024, and 2023, we recorded compensation expense of $628,000 and $434,000, respectively. The total unrecognized compensation expense related to the non-vested RSUs was $3.0 million as of March 31, 2024, which we expect to recognize over a weighted average vesting period of 1.29 years.

Stock Repurchase Program

Our Stock Repurchase Program expired on March 10, 2024. No stock has been repurchased by our Company since March 10, 2020.