We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards. We maintain three equity incentive compensation plans, collectively described below as “Equity Plans” including the 2010 Equity Incentive Plan ("2010 Plan"), the 2012 Equity Incentive Plan ("2012 Plan"), and the 2019 Equity Incentive Plan ("2019 Plan").

We issue new shares of common stock to satisfy awards issued under our Equity Plans. In March 2021, our shareholders approved the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan, which was adopted by the Company’s Board of Directors in December 2020 and increased the maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2019 Equity Incentive Plan by an additional 2,138,000 shares.

Most stock options vest and become exercisable over four to five years and have a contractual life of 10 years. Certain stock options awarded are intended to qualify as incentive stock options pursuant to Section 422A of the Code.


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (*) (in thousands)
Outstanding as of September 30, 2020	44,065	$	5.14
Granted	—	—
Exercised	(15,025)	5.13
Forfeited	—	—
Expired	(9,171)	6.35
Outstanding as of September 30, 2021	19,869	$	4.59	3.75	$	57
Exercisable as of September 30, 2021	19,869	$	4.59	3.75	$	57
Vested and expected to vest as of September 30, 2021	19,869	$	4.59	3.75	$	57

(*) Intrinsic value for stock options represents the “in-the-money” portion or the positive variance between a stock option’s exercise price and the underlying stock price. For the fiscal year ended September 30, 2020, the intrinsic value of options exercised was $0.

Time-based restricted stock units (“RSU”) and restricted stock awards (“RSA”) granted to employees under the 2010 Plan, 2012 Plan or 2019 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior to the vesting or lapse of the restrictions, as applicable. RSUs are not considered issued or outstanding common stock until they vest. RSAs are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions are not satisfied.


	RSUs			RSAs
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Non-vested as of September 30, 2020	1,548,045	$	3.41	8,154	$	8.20
Granted	1,045,673	5.55		—	—
Vested	(598,986)	3.43		(8,154)	8.20
Forfeited	(189,878)	3.70		—	—
Non-vested as of September 30, 2021	1,804,854	$	4.61	—	$	—

As of September 30, 2021, there was approximately $6.7 million of remaining unamortized stock-based compensation expense associated with RSUs, which will be expensed over a weighted average remaining service period of approximately 2.7 years. The 1.8 million outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of $13.5 million and a weighted average remaining contractual term of 2.7 years. For the fiscal years ended September 30, 2021, 2020, and 2019, the intrinsic value of RSUs vested was approximately $3.6 million, $1.3 million and $1.4 million, respectively. For the fiscal years ended September 30, 2020 and 2019, the weighted average grant date fair value of RSUs granted was $3.41 and $3.68 per share, respectively.

For the fiscal year ended September 30, 2021, $27.3 thousand of RSAs vested. As of September 30, 2021, there was no remaining unamortized stock-based compensation expense associated with RSAs.

Performance based restricted stock units (“PSU”) and performance based shares of restricted stock (“PRSA”) granted to employees under the 2012 Plan or 2019 Plan typically vest over 1 to 3 years and are subject to forfeiture in whole, if employment terminates, or in whole or in part, if specified vesting conditions are not satisfied, in each case prior to vesting. PSUs are not considered issued or outstanding common stock until they vest. PRSAs are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions are not satisfied. PSUs and PRSAs that are granted to executive officers and key employees are provided as long-term incentive compensation that is based on relative total shareholder return, which measures performance against the Russell Microcap Index.


	PSUs
	Number of Shares (at Target)	Weighted Average Grant Date Fair Value
Non-vested as of September 30, 2020	868,500	$	4.79
Granted	231,000	7.39
Vested	(6,086)	7.91
Forfeited	(126,414)	7.70
Non-vested as of September 30, 2021	967,000	$	5.01

As of September 30, 2021, there was approximately $2.4 million of remaining unamortized stock-based compensation expense associated with PSUs, which will be expensed over a weighted average remaining service period of approximately 1.3 years. The 1.0 million outstanding non-vested and expected to vest PSUs have an aggregate intrinsic value of approximately $7.2 million and a weighted average remaining contractual term of 1.3 years. For the fiscal years ended September 30, 2021, 2020 and 2019, the intrinsic value of PSUs vested was $34.4 thousand, $0.0 million and $0.2 million, respectively. For the fiscal years ended September 30, 2020 and 2019, the weighted average grant date fair value of PSUs granted was $3.81 and $5.19 per share, respectively.


	For the Fiscal Year Ended September 30,
(in thousands)	2021		2020		2019
Employee stock options	$	2	$	13	$	25
RSUs and RSAs	2,093		1,755		1,495
PSUs and PRSAs	1,396		1,243		685
ESPP	307		214		180
Outside director equity awards and fees in common stock	382		291		221
Total stock-based compensation expense	$	4,180	$	3,516	$	2,606


	For the Fiscal Year Ended September 30,
(in thousands)	2021		2020		2019
Cost of revenue	$	767	$	692	$	482
Selling, general, and administrative	2,590		2,155		1,478
Research and development	823		669		646
Total stock-based compensation expense	$	4,180	$	3,516	$	2,606

Stock-based compensation within SG&A expense was lower for the fiscal year ended September 30, 2019 due to the reversal of previously recognized expense associated with the forfeiture of unvested RSUs and PSUs of the former CFO.

On February 16, 2021, the Company closed our offering of 6,655,093 shares of our common stock, which included the full exercise of the underwriters’ option to purchase 868,056 additional shares of common stock, at a price to the public of $5.40 per share, resulting in net proceeds to us from the offering, after deducting the underwriting discounts and commissions and other offering expenses, of approximately $33.1 million. The shares were sold by us pursuant to an underwriting agreement with Cowen and Company, LLC, dated as of February 10, 2021. As of September 30, 2021 and 2020, we had 43.9 million and 36.5 million shares of common stock issued and outstanding, respectively. There were no shares of preferred stock issued or outstanding as of September 30, 2021 and 2020.

The Company has a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Code. Under this savings plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. Since June 2015, all employer contributions are made in cash. Our matching contribution in cash for each of the fiscal years ended September 30, 2021, 2020 and 2019 was approximately $1.1 million, $1.0 million, and $0.6 million, respectively.


	For the Fiscal Year Ended September 30,
(in thousands, except per share)	2021		2020		2019
Numerator
Net income (loss)	$	25,643	$	(7,000)	$	(35,984)
Denominator
Weighted average number of shares outstanding - basic	34,020		29,136		27,983
Effect of dilutive securities
Stock options	7		—		—
PSUs, RSUs, and restricted stock	1,762		—		—
Weighted average number of shares outstanding - diluted	35,789		29,136		27,983
Earnings (loss) per share - basic	$	0.75	$	(0.24)	$	(1.29)
Earnings (loss) per share - diluted	$	0.72	$	(0.24)	$	(1.29)
Weighted average antidilutive options, unvested RSUs and RSAs, unvested PSUs and ESPP shares excluded from the computation	195		1,109		810

Basic EPS is computed by dividing net income (loss) for the period by the weighted-average number of common stock outstanding during the period. Diluted EPS is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during the period, plus the dilutive effect of outstanding RSUs and RSAs, PSUs, stock options, and shares issuable under the Employee Stock Purchase Plan ("ESPP") as applicable pursuant to the treasury stock method. Certain of the Company's outstanding share-based awards, noted in the table above, were excluded because they were anti-dilutive, but they could become dilutive in the future. The dilutive stock options and unvested stock were excluded from the computation of diluted net loss per share for the fiscal years ended September 30, 2020 and 2019 due to the Company incurring a net loss for the period.

Until September 2021, we maintained the ESPP, which provided employees an opportunity to purchase common stock through payroll deductions. The ESPP was a 6-month duration plan with new participation periods beginning on approximately February 25 and August 26 each year, with the purchase price set at 85% of the average high and low market price of common stock on either the first or last trading day of the participation period, whichever was lower, and annual contributions were limited to the lower of 10% of an employee’s compensation or $25.0 thousand. In September 2021, the Compensation Committee of our Board Directors approved the termination of the ESPP, effective immediately.

Prior to termination of the ESPP, we issued new shares of common stock to satisfy the issuance of shares under this stock-based compensation plan. Common stock issued under the ESPP during the fiscal years ended September 30, 2021, 2020 and 2019 totaled approximately 192.0 thousand, 231.0 thousand and 197.0 thousand shares, respectively. As of September 30, 2021, the total amount of common stock issued under the ESPP totaled 3,395,090 shares and the total shares remaining available for issuance under the ESPP totaled 0.


			Number of Common Stock Shares Available for Future Issuances
Exercise of outstanding stock options			19,869
Unvested RSUs and RSAs			1,804,854
Unvested PSUs and PRSAs (at 200% maximum payout)			1,934,000
Issuance of stock-based awards under the Equity Plans			1,751,234
Purchases under the officer and director share purchase plan			88,741
Total reserved			5,598,698