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Stock Options and Restricted Shares

3 Months Ended

Mar. 31, 2022

5. Stock Options and Restricted Shares

A summary of option activity under the Innodata Inc. 2013 Stock Plan, as amended and restated effective June 7, 2016 (the “2013 Plan”) and changes during each of the three-month periods ended March 31, 2022 and 2021 are presented below:


		Weighted -		Weighted-Average
	Number of	Average Exercise		Remaining Contractual	Aggregate
	Options	Price		Term (years)	Intrinsic Value
Outstanding at January 1, 2021	5,906,884	$	1.61
Granted	360,000		6.40
Exercised	(689,616)		2.17
Forfeited/Expired	(13,333)		1.38
Outstanding at March 31, 2021	5,563,935	$	1.86	7.69	$	24,770,815

Exercisable at March 31, 2021	3,594,434	$	1.68	7.10	$	16,621,389

Vested and Expected to Vest at March 31, 2021	5,563,935	$	1.86	7.69	$	24,770,815


				Weighted-Average
	Number of	Weighted - Average		Remaining Contractual	Aggregate
	Options	Exercise Price		Term (years)	Intrinsic Value

Outstanding at January 1, 2022	5,536,896	$	2.66
Granted	1,479,558		5.21
Exercised	(22,500)		1.17
Forfeited/Expired	(35,400)		5.10
Outstanding at March 31, 2022	6,958,554	$	3.20	7.84	$	26,515,544

Exercisable at March 31, 2022	3,418,917	$	1.82	6.53	$	17,679,562

Vested and Expected to Vest at March 31, 2022	6,958,554	$	3.20	7.84	$	26,515,544

During the three months ended March 31, 2022, a total of 22,500 options were exercised at an average price of $1.17.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average fair value of the options granted, and weighted-average assumptions were as follows:


	For the Three Months Ended March 31,
	2022			2021
Weighted average fair value of options granted	$	3.10		$	3.33
Risk-free interest rate		1.94%-2.33%			0.22%-0.82%
Expected term (years)		6.0-6.42			2.96-6.0
Expected volatility factor		62.00	%		59.62	%
Expected dividends		-			-

A summary of restricted shares issued under the 2013 Plan as of March 31, 2022 is presented below:


	Number of Restricted	Weighted-Average Grant
	Shares	Date Fair Value
Unvested at January 1, 2022	25,000		-
Granted	-		-
Vested	(25,000)		-
Forfeited/Expired	-		-
Unvested at March 31, 2022	-	$	1.38

A summary of restricted stock units issued under the 2013 Plan and the Innodata Inc. 2021 Equity Compensation Plan (“2021 Plan”, and together with the 2013 Plan collectively, the “Equity Plans”) is presented below:

In March 2022 the Company granted restricted stock units (“RSU”) pursuant to the Equity Plans. Each RSU has vesting conditions based on both the achievement of performance-based metrics and the continuation of employment over a defined period. The level of performance determines the number of RSUs that performance-vest, and performance vested RSUs must also time-vest in order to be fully vested, Each fully-vested RSU represents the right to receive one share of the Company’s common stock or the fair market value of one share of common stock, at the Company’s discretion, and is classified as an equity award. Each RSU vests pursuant to the vesting schedule found in the respective RSU agreement. RSUs are generally subject to graduated vesting schedules and stock-based compensation expense is computed by tranche and recognized on a straight-line basis over the tranches’ applicable vesting period based on the expected achievement level. The fair value of stock options is estimated on the date of grant using the Binomial option pricing model.

Restricted stock unit activity during the three months ended March 31, 2022 was as follows:


	Number of	Weighted-Average
	Restricted Stock	Grant Date
	Units	Fair Value

Unvested at January 1, 2022	-
Granted*	700,000	$	5.59
Vested	-
Forfeited/Expired	-
Unvested at March 31, 2022	700,000

* 500,000 RSUs were issued under the 2013 plan and 200,000 RSUs were issued under the 2021 plan

The compensation cost related to non-vested stock options and restricted stock awards not yet recognized as of March 31, 2022 totaled approximately $7.9 million. The weighted-average period over which these costs will be recognized is 30 months.

During the three months ended March 31, 2022, 700,000 performance-based restricted stock units were granted and remain non-vested at March 31, 2022. Vesting of the performance-based restricted stock units is contingent on the achievement of certain financial performance goals and service vesting conditions.

The compensation cost related to non-vested restricted stock unit awards not yet recognized as of March 31, 2022 totaled approximately $3.9 million. The weighted-average period over which these costs will be recognized is 36 months.

The stock-based compensation expense related to the Equity Plans were allocated as follows (in thousands):


	For the Three Months Ended
	March 31,
	2022		2021
Direct operating costs	$	52	$	38
Selling and administrative expenses		485		240
Total stock-based compensation	$	537	$	278