XML 110 R20.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Stock-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans In connection with the 2017 Merger, the Company assumed the 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which 500,000 shares of the Company’s common stock were reserved for issuance thereunder. The Company issued new shares to satisfy stock options and warrant exercises under the 2013 Plan. As of December 31, 2023, there were no shares available for future grants under the 2013 Plan. In connection with the 2017 Merger, the Company assumed the 2015 Equity Incentive Plan (as amended, the “2015 Plan”), pursuant to which 1,500,000 shares of the Company’s common stock were reserved for issuance thereunder. The Company’s stockholders approved an amendment to the 2015 Plan at the 2021 annual meeting of stockholders to increase the maximum number of shares authorized for issuance thereunder by 2,000,000 shares, from 1,500,000 shares to 3,500,000 shares. In addition, shares that are subject to outstanding grants under the Company’s 2013 Plan, but that ordinarily would have been restored to such plans reserve due to award forfeitures and terminations, were rolled into and became available for awards under the 2015 Plan. The 2015 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. The 2015 Plan was approved by Astrana’s stockholders at Astrana’s 2016 annual meeting of stockholders that was held in September 2016. As of December 31, 2023, 2022 and 2021, there were approximately 0.4 million, 1.1 million and 1.7 million shares available for future grants under the 2015 Plan, respectively. On November 15, 2023, the Company adopted the Employment Inducement Award Plan (the “Inducement Plan”), pursuant to which the Company may from time to time grant equity-based awards to new employees as a material inducement to their employment. Awards granted under the Inducement Plan may be in the form of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. A total of 500,000 shares of the Company’s common stock, par value $0.001 per share, have been reserved for issuance pursuant to awards granted under the Inducement Plan (subject to adjustment as provided in the Inducement Plan). As of December 31, 2023, there were approximately 0.5 million shares available for future grants in the Inducement Plan. The following table summarizes the stock-based compensation expense recognized under all of the Company’s stock plans in 2023, 2022 and 2021, and associated with the issuance of restricted shares of common stock and vesting of stock options that are included in general and administrative expenses in the accompanying consolidated statements of income recognized (in thousands):
| Years ended December 31,
|  | 2023 |  | 2022 |  | 2021
Stock options |  | $ | 1,790 |  |  | $ | 3,792 |  |  | $ | 2,480 |
Restricted stock awards |  | 20,250 |  |  | 12,309 |  |  | 4,265 |
Total share-based compensation expense |  | $ | 22,040 |  |  | $ | 16,101 |  |  | $ | 6,745 |
Unrecognized compensation expense related to total share-based payments outstanding as of December 31, 2023 was $32.2 million and is expected to be recognized over a weighted-average period of 2.1 years. Options The Company’s outstanding stock options consisted of the following:
| Shares |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value (in millions)
Options outstanding at January 1, 2023 | 859,850 |  |  | $ | 25.88 |  |  | 2.19 |  | $ | 10.3 |
Options granted | — |  |  | — |  |  | — |  |  | — |
Options exercised | (140,000) |  |  | 10.87 |  |  | — |  |  | 3.5 |
Options canceled, forfeited or expired | (215,609) |  |  | 16.56 |  |  | — |  |  | — |
Options outstanding at December 31, 2023 | 504,241 |  |  | $ | 34.03 |  |  | 2.10 |  | $ | 4.7 |
Options exercisable at December 31, 2023 | 466,411 |  |  | $ | 28.36 |  |  | 1.87 |  | $ | 4.7 |
During the years ended December 31, 2023 and 2022, stock options were exercised for 140,000 and 41,603 shares, respectively, of the Company’s common stock, which resulted in proceeds of approximately $1.5 million and $0.7 million, respectively. The exercise prices ranged from $10.00 to $18.11 per share for the exercises during the year ended December 31, 2023 and $15.35 to $23.24 per share for the exercises during the year ended December 31, 2022. The total intrinsic value of stock options exercised was $3.5 million, $1.0 million and $2.8 million during the years ended December 31, 2023, 2022 and 2021, respectively. The intrinsic value of stock options is defined as the difference between the Company’s stock price on the exercise date and the grant date exercise price. During the year ended December 31, 2023, no options were granted. The weighted-average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 was $22.32, and $32.63, respectively. Restricted Stock Awards The Company’s unvested restricted stock award activity for the year ended December 31, 2023 consisted of the following:
| Restricted Stock Awards |  | Performance Based Restricted Stock Awards
| Number of Shares |  | Weighted Average Grant-Date Fair Value |  | Number of Shares |  | Weighted Average Grant-Date Fair Value
Unvested as of January 1, 2023 | 539,632 |  | $72.58 |  | 289,635 |  | $41.14
Granted | 480,228 |  | 33.90 |  | 561,386 |  | 33.61
Vested | (260,637) |  | 39.39 |  | (158,421) |  | 37.94
Forfeited | (45,939) |  | 36.57 |  | (65,267) |  | 42.66
Unvested as of December 31, 2023 | 713,284 |  | $60.98 |  | 627,333 |  | $35.05
The Company grants restricted stock awards to employees and executives, which are earned based on service conditions. The awards will vest over a period of one month to four years in accordance with the terms of those plans. The grant date fair value of the restricted stock awards is the grant date’s closing market price of the Company’s common stock. During the year ended December 31, 2023, the Company granted 561,386 shares of restricted stock awards with performance based conditions and 480,228 shares of restricted stock without performance conditions. During the year ended December 31, 2023, the weighted average grant date fair value of restricted stock with and without performance based conditions was $33.61 and $33.90, respectively. Shares of restricted stock with performance conditions are recognized to the extent the performance conditions are probable of being achieved. The total fair value of restricted stock awards, as of their respective vesting dates during the years ended December 31, 2023, 2022 and 2021, was $14.3 million, $10.8 million and $1.1 million, respectively. Warrants All warrants issued by the Company expired as of December 31, 2022. As a result, there were no outstanding warrants as of December 31, 2023 and December 31, 2022. During the twelve months ended December 31, 2022, common stock warrants were exercised for 0.9 million shares of the Company’s common stock, which resulted in proceeds of approximately $9.0 million. The exercise price ranged from $10.00 to $11.00 per share for the exercises during the twelve months ended December 31, 2022. Of the 0.9 million warrants exercised during the year ended December 31, 2022, 0.1 million of the common stock warrants were exercised by APC and are treated as treasury shares (see Note 12 — “Mezzanine and Stockholders’ Equity”).

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration