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Stock Options and Restricted Stock Units | 3 Months Ended
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Mar. 31, 2023
Stock Options and Restricted Stock Units |
Stock Options and Restricted Stock Units | 9. Stock Options and Restricted Stock Units 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, 2023 and 2022 are presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | Weighted-Average |  | ​
​ | ​ | Number of |  | Weighted - Average |  | Remaining Contractual | ​ | Aggregate
​ |  | Options |  | Exercise Price |  | Term (years) |  | Intrinsic Value
Outstanding at January 1, 2023 |  | 6,690,490 | ​ | $ | 3.09 |  |  |  | ​ |
Granted* |  | 25,000 | ​ |  | 3.31 |  |  |  | ​ |
Exercised |  | (148,167) | ​ |  | 2.31 |  |  |  | ​ |
Forfeited/Expired |  | (64,666) | ​ |  | 6.96 |  |  |  | ​ |
Outstanding at March 31, 2023 |  | 6,502,657 | ​ | $ | 3.07 |  | 6.94 | ​ | $ | 35,414,546
​ |  | ​ | ​ |  | ​ |  | ​ | ​ |  | ​
Exercisable at March 31, 2023 |  | 4,041,942 | ​ | $ | 2.03 | ​ | 5.87 | ​ | $ | 26,301,295
​ |  | ​ | ​ |  | ​ |  | ​ | ​ |  | ​
Vested and Expected to Vest at March 31, 2023 |  | 6,502,657 | ​ | $ | 3.07 |  | 6.94 | ​ | $ | 35,414,546
​ *On January 23, 2023 25,000 stock options were issued to a non-employee member of the Company’s advisory board. The stock options vest in 12 monthly installments commencing in June 2023. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | 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
​ *Includes 110,000 stock options granted by the Company to a non-employee director of the Company during the three-month period ended March 31, 2022. The stock option fully vests on January 1, 2025. A summary of option activity under the Innodata Inc. 2021 Equity Compensation Plan, as amended and restated effective as of April 11, 2022 (the “2021 Plan”) and changes during the three-month periods ended March 31, 2023 are presented below. There were no outstanding options under the 2021 Plan as of March 31, 2022. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Weighted-Average | ​ | ​
​ | ​ | Number of | ​ | Weighted - Average | ​ | Remaining Contractual | ​ | Aggregate
​ |  | Options |  | Exercise Price |  | Term (years) |  | Intrinsic Value
Outstanding at January 1, 2023 |  | 1,027,500 | ​ | $ | 3.46 |  |  |  | ​ |
Granted |  | - | ​ |  | - |  |  |  | ​ |
Exercised |  | - | ​ |  | - |  |  |  | ​ |
Forfeited/Expired |  | (33,500) | ​ |  | 3.41 |  |  |  | ​ |
Outstanding at March 31, 2023 |  | 994,000 | ​ | $ | 3.46 |  | 9.51 | ​ | $ | 5,051,370
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercisable at March 31, 2023 |  | 31,250 | ​ | $ | 5.20 |  | 9.29 | ​ | $ | 104,500
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Vested and Expected to Vest at March 31, 2023 |  | 994,000 | ​ | $ | 3.46 |  | 9.51 | ​ | $ | 5,051,370
​ During the three months ended March 31, 2023, a total of 148,167 options were exercised at an average price of $2.31. 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, | ​
​ |  | 2023 |  | 2022 | ​
Weighted average fair value of options granted | ​ | $ | 1.79 | ​ | $ | 3.10 | ​
Risk-free interest rate | ​ | ​ | 3.88 | % | ​ | 1.94%-2.33 | %
Expected term (years) | ​ | ​ | 3.0 | ​ | ​ | 6.0-6.42 | ​
Expected volatility factor | ​ | ​ | 79.95 | % | ​ | 62.00 | %
Expected dividends | ​ | ​ | - | ​ | ​ | - | ​
​ There were no outstanding awards of restricted stock under the 2013 Plan or the 2021 Plan (collectively, the “Equity Plans”) during each of the three-month periods ended March 31, 2023 and 2022. In March 2022, the Company granted restricted stock units (“RSU”) to key executives, 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 restricted stock units is estimated on the date of grant using the Binomial option pricing model. Restricted stock unit activity under the Equity Plans during each of the three-month periods ended March 31, 2023 and 2022 are presented below: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Number of |  | Weighted-Average
​ | ​ | Restricted Stock | ​ | Grant Date
​ |  | Units |  | Fair Value
Unvested at January 1, 2023 | ​ | 700,000 | ​ | $ | 5.59
Granted |  | - |  | ​ | -
Vested |  | - |  | ​ | -
Forfeited/Expired |  | - |  | ​ | -
Unvested at March 31, 2023 |  | 700,000 | ​ | $ | 5.59
​
​ | ​ | ​ | ​ | ​ | ​
​ |  | 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 | ​ | $ | 5.59
​ * 200,000 RSUs were issued under the 2013 Plan and 500,000 RSUs were issued under the 2021 Plan. The compensation cost related to non-vested stock options not yet recognized as of March 31, 2023 totaled approximately $6.2 million. The weighted-average period over which these costs will be recognized is 23 months. During the fiscal year ended December 31, 2022, 700,000 performance-based restricted stock units were granted and remain unvested at March 31, 2023. Vesting of the performance-based restricted stock units is contingent on the achievement of certain financial performance goals and service vesting conditions. There were no restricted stock units granted during the three months ended March 31, 2023. The compensation cost related to non-vested restricted stock units not yet recognized as of March 31, 2023 totaled approximately $2.8 million. The weighted-average period over which these costs will be recognized is 24 months. The stock-based compensation expense related to the Equity Plans were allocated as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Three Months Ended
​ | ​ | March 31,
​ |  | 2023 |  | 2022
Direct operating costs | ​ | $ | 63 | ​ | $ | 52
Selling and administrative expenses | ​ |  | 899 | ​ |  | 485
Total stock-based compensation | ​ | $ | 962 | ​ | $ | 537
​

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