Stock Incentive Plan

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]


15.			STOCK INCENTIVE PLAN

General—The Company has stock incentive plans (the “Stock Incentive Plans”) administered by the Compensation and Talent Development Committee of the Board of Directors. Under the Stock Incentive Plans, the Company can issue shares to employees and directors in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance share units (“PSUs”). Compensation expense recognized related to the Company’s Stock Incentive Plans was $11,572, $3,761 and $3,064 for 2020, 2019 and 2018, respectively. Under our 2018 Stock Incentive Plan, we are authorized to issue 1,800 shares, and assuming PSU vestings occur at maximum payout with vesting dates through 2024, no authorized shares remained available under our Stock Incentive Plans for future grants at December 31, 2020. The Company intends to propose an increase in the amount of authorized shares under the 2018 Stock Incentive Plan at its 2021 annual meeting of stockholders.

During 2019, the Company implemented an Employee Stock Purchase Plan (“ESPP”). Under the ESPP, employees may make quarterly purchases of shares at a discount through regular payroll deductions for up to 15% of their compensation, subject to a $25 maximum purchase per year. The shares are purchased at 85% of the closing price per share on the last trading day of the calendar quarter. Included within total stock-based compensation expense is $71 and $27 of expense related to the ESPP, for 2020 and 2019, respectively. ESPP expense represents the difference between the fair value on the date of purchase and the price paid. At December 31, 2020, 748 authorized shares remained available for issuance under the ESPP.

Total equity-based compensation expense recognized related to the Company’s Stock Incentive Plans and the ESPP was $11,643, $3,788 and $3,064 for 2020, 2019 and 2018, respectively, primarily recognized within general and administrative expenses. At December 31, 2020, there was approximately $10,800 of unrecognized compensation cost related to equity-based grants, which is expected to be recognized over a weighted-average period of 2.3 years. The Company recognizes forfeitures as they occur, rather than estimating expected forfeitures.

RSAs—The Company’s RSA awards may not be sold or otherwise transferred until certain restrictions have lapsed, which is generally over a three-year graded vesting period for employees and over one year for Directors. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date and is expensed on a straight-line basis over the vesting period. During 2020, we recognized $653 of compensation expense. The following table presents RSA activity:


	Number of Shares	Weighted Average Fair Value Per Share
RSAs
Balance at December 31, 2019	83	11.91
Granted	51	8.73
Vested	(71)	11.22
Forfeited	(8)	15.50
Balance at December 31, 2020	55	9.26

During 2019, 52 RSAs were granted with a weighted-average grant-date fair value per share of $12.06. During 2018, 49 RSAs were granted with a weighted-average grant-date fair value per share of $11.64. The total fair value of RSAs that vested during 2020, 2019 and 2018 was $799, $1,261 and $1,107, respectively.

RSUs—The Company’s RSU awards may not be sold or otherwise transferred until certain restrictions have lapsed, which is generally over a three-year graded vesting period. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date and is expensed on a straight-line basis over the vesting period. During 2020, we recognized $2,614 of compensation expense. The following table presents RSU activity:


	Number of Shares	Weighted Average Fair Value Per Share
RSUs
Balance at December 31, 2019	344	13.78
Granted	169	13.52
Vested	(213)	13.72
Forfeited	(13)	11.67
Balance at December 31, 2020	287	13.77

During 2019, 261 RSUs were granted with a weighted-average grant-date fair value per share of 12.14. During 2018, 248 RSUs were granted with a weighted-average grant-date fair value per share of 16.08. The total fair value of RSUs that vested during 2020, 2019 and 2018 were $2,918, $1,709, and $392, respectively.

PSUs—The Company’s performance-based share awards are subject to the achievement of specified financial based performance targets and are generally based upon EPS and vest over three years. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date applied to the total number of shares. This fair value is expensed and adjusted over the vesting period based on the level of payout expected to be achieved. As a result of financial performance conditions met during 2020, we recognized $8,305 of compensation expense.

During 2020, 2019 and 2018, PSU shares totaling 176, 310 and 890, respectively, were granted with a weighted-average grant-date fair value per share of $14.06, $11.81 and $11.64, respectively. During 2020, upon vesting and achievement of certain performance goals, we distributed 133 PSUs with a weighted-average grant-date fair value per share of $12.20. The total fair value of PSUs that vested during 2020 and 2019 was $1,620 and $948, respectively. No PSUs vested in 2018.

Shares Withheld for Taxes—The Company withheld 123, 74 and 8 shares for taxes on RSU and PSU stock-based compensation vestings for $1,845, $964 and $92 during 2020, 2019 and 2018, respectively. The Company withheld 11, 17 and 28 shares for taxes on RSA stock-based compensation vestings for $140, $255 and $361 during 2020, 2019 and 2018, respectively.

Warrants—On April 3, 2017, the Company issued warrants (the “Warrants”) to the lenders under the Oaktree Facility (the “Holders”) pursuant to which such holders have the right to purchase, for a period of 5 years from the date of issuance, up to an aggregate of 1,000 shares of the Company’s common stock (the “Warrant Shares”) at an initial exercise price of $10.25 per share, subject to adjustment for stock splits, combinations and similar recapitalization events and weighted-average anti-dilution

upon the issuance by the Company of shares of common stock or rights, options or convertible securities exercisable for common stock in the future at a price below the exercise price of the Warrants.

The Company valued these Warrants using the Black-Scholes model, which is a type 3 fair value measurement. The key assumptions used in the Black-Scholes Model and fair value output are summarized in the table below:


	April 3, 2017
Stock price at grant date	$	8.88
Exercise option price	$	10.25
Expected term of warrants (in years)	5
Expected volatility rate	48.29		%
Risk-free rate	1.88		%
Expected dividend yield	—		%
Total fair value	$	3,500

During 2020, certain holders of warrants elected the cashless exercise option, and the Company issued 110 common shares on the exercise of 470 warrants with a market value of $1,477. There were no exercises during 2019 or 2018.