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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
On April 30, 2015, the Company adopted the 2015 Plan, with the objective of attracting and retaining highly competent personnel through opportunities to acquire the Company’s common stock.
There are currently 17.7 million shares available for issuance under the 2015 Plan. The 2015 Plan expires in 2025 and the Company intends to seek stockholder approval of a new plan during the 2025 annual meeting of stockholders. For more information on the number of shares issued, refer to Note 15. Stockholders' Equity.
The 2006 Plan, which was adopted on January 18, 2007 and expired in 2017, similarly had the objective of attracting and retaining highly competent employees, directors, and independent consultants through opportunities to acquire the Company’s common stock. No further awards can be granted under the 2006 Plan. As of December 31, 2023, there were no unvested awards under the 2006 plan and certain vested but unexercised awards remained outstanding.
For the years ended December 31, 2023, 2022 and 2021, the Company recognized stock-based compensation expense of approximately $21.2 million, $20.7 million and $36.5 million, respectively, which is included in selling, general and administrative expenses.
Stock Options
The Company used straight-line amortization of compensation expense over the two to three-year requisite service or vesting period of the grant. The maximum contractual term of the Company’s stock options is 10 years.
The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock option awards and warrant issuances and recognize forfeitures as they occur.
A summary of the status of the Company’s outstanding stock options as of December 31, 2023 and changes during the period are as follows:
Shares
(000’s)
Weighted Average Exercise
Price
Aggregate
Intrinsic
Value
(000’s) (1)
Weighted
Average
Remaining
Term (Yrs)
Options
At December 31, 20226,798 $3.22 $213,914 5.43
Exercised(1,818)$1.69 $81,380 
Forfeited and cancelled(62)1.65 
At December 31, 20234,918 $3.81 $249,541 4.45
Exercisable at December 31, 20234,620 $3.13 $237,432 4.29
(1) The intrinsic value represents the amount by which the fair value of the Company's common stock exceeds the option exercise price as of December 31, 2023.
The total intrinsic value of the stock options exercised was $102.3 million and $84.4 million in the years ended December 31, 2022 and 2021, respectively. The total number of stock options exercised was 3.8 million and 4.4 million in the years ended December 31, 2022 and 2021, respectively.
There were no stock options granted during the years ended December 31, 2023 or 2022. The number of stock options granted during the year ended December 31, 2021 was 0.9 million with a weighted average fair value on grant date of $10.11.
As of December 31, 2023, unrecognized non-cash compensation expense related to stock options was immaterial.
Restricted Stock Units
Restricted stock units are awards that give the holder the right to receive one share of common stock for each restricted stock unit upon meeting service-based vesting conditions (typically annual vesting in three equal annual installments, with a requirement that the holder remains in the continuous employment of the Company). The Company determines the fair value of restricted stock-based awards based on the market price of the common stock on the date of grant. The holders of unvested units do not have the
same rights as stockholders including but not limited to any dividends which may be declared by the Company, and do not have the right to vote. The value of restricted stock units that vest over time is established by the market price on the date of its grant.
A summary of the Company’s restricted stock unit activity for the year ended December 31, 2023 is presented in the following table:
Shares
(000’s)
Weighted
Average
Grant Date
Fair Value
Unvested at beginning of period1,617$20.24 
Granted46836.41 
Vested(670)19.65 
Forfeited and cancelled(197)24.35 
Unvested at end of period1,218$26.13 
The number of restricted stock units granted during the years ended December 31, 2022 and 2021 was approximately 0.7 million and 1.7 million, respectively. The weighted average grant date fair value of restricted stock units during the years ended December 31, 2022 and 2021 was $24.71 and $18.13, respectively.
The total fair value of shares vested during the years ended December 31, 2023, 2022, and 2021 was approximately $24.9 million, $11.6 million and $1.4 million, respectively. Unrecognized compensation expense related to outstanding restricted stock units to employees and directors as of December 31, 2023 was approximately $17.8 million and is expected to be expensed over the next 1.9 years.
Performance-based Stock Awards
In Q3 2022, the Human Resources and Compensation Committee of the Board approved the issuance of approximately 228.0 thousand shares of PSUs to certain employees which represented restricted stock units with performance-based vesting. The aggregate grant date fair value of $7.5 million included an immediate vesting of 20% of the shares as well as specific performance-based metrics to be met in year one and year two of the issuance. The performance criteria for the awards were met during the first year. The Company believes the future attainment of the performance-based metrics to be probable of being achieved. Accordingly, the Company will recognize expense for each tranche of the awards separately in line with ASC 718.
A summary of the Company’s PSU activity for the year ended December 31, 2023 is presented in the following table:
Shares
(000’s)
Weighted
Average
Grant Date
Fair Value
Unvested at beginning of period228$30.49 
Granted— — 
Vested(92)32.76 
Forfeited and cancelled(13)24.87 
Unvested at end of period123$29.43 
Unrecognized compensation expense related to outstanding PSUs issued to employees and non-employee consultants as of December 31, 2023, was approximately $0.9 million and is expected to be expensed over the next 0.6 years.
The number of performance-based stock units granted during the years ended December 31, 2022 and 2021 was approximately 228 thousand and 45 thousand, respectively. The weighted average grant date fair value of restricted stock units during the years ended December 31, 2022 and 2021 was $32.76 and $21.55, respectively.