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STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

16 - STOCK-BASED COMPENSATION

2015 Equity Incentive Plan

On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 400,000 shares of common stock (the “2015 Plan”). Under the 2015 Plan, the Company’s Board of Directors, the Compensation Committee, or another designated committee of the Board of Directors may grant a variety of stock-based incentive awards to the Company’s officers, directors, employees, and consultants. Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock.

On March 23, 2017, the Board of Directors approved an amendment and restatement of the 2015 Plan. This amendment and restatement increased the number of shares available for awards under the plan from 400,000 to 2,750,000, subject to shareholder approval; set the annual limit for awards to non-employee directors and other individuals as 500,000 and 1,000,000 shares, respectively; and modified the change in control definition. The Company’s shareholders approved the increase in the number of shares at the Company’s 2017 Annual Meeting of Shareholders on May 17, 2017.

On March 19, 2021, the Board of Directors approved an amendment and restatement of the 2015 Equity Incentive Plan (the “Amended 2015 Plan”). This amendment and restatement increased the number of shares available for awards under the plan from 2,750,000 to 4,750,000, subject to shareholder approval. The Company’s shareholders approved the increase in the number of shares at the Company’s 2021 Annual Meeting of Shareholders on May 13, 2021.

As of December 31, 2023, the Company has awarded restricted stock units, performance-based restricted stock units, restricted stock and stock options under the Amended 2015 Plan.

Stock Options

On March 4, 2019, the Company issued options to purchase 240,540 of the Company’s shares of common stock to certain individuals with an exercise price of $8.065 per share, as adjusted for the special dividend declared on November 5, 2019. One third of the options become exercisable on each of the first three anniversaries of March 4, 2019, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $3.76 per share, or $904 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 55.23% (representing the Company’s historical volatility), a risk-free interest rate of 2.49%, a dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data).

On February 25, 2020, the Company issued options to purchase 344,568 of the Company’s shares of common stock to certain individuals with an exercise price of $7.06 per share. One third of the options become exercisable on each of the first three anniversaries of February 25, 2020, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Cox-Ross-Rubinstein pricing formula, resulting in a value of $2.01 per share, or $693 in the aggregate. The assumptions used in the Cox-Ross-Rubinstein option pricing formula are as follows: volatility of 53.91% (representing the Company’s historical volatility), a risk-free interest rate of 1.41%, a dividend yield of 7.13%, and expected life of 4 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data).

On February 23, 2021, the Company issued options to purchase 118,552 of the Company’s shares of common stock to certain individuals with an exercise price of $9.91 per share. One third of the options become exercisable on each of the first three anniversaries of February 23, 2021, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Cox-Ross-Rubinstein pricing formula, resulting in a value of $4.33 per share, or $513 in the aggregate. The assumptions used in the Cox-Ross-Rubinstein option pricing formula are as follows: volatility of 60.91% (representing the Company’s historical volatility), a risk-free interest rate of 0.41%, a dividend yield of 0.98%, and expected life of 4 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data).

For the years ended December 31, 2023, 2022 and 2021, the Company recognized amortization expense of the fair value of its stock options, which is included in General and administrative expenses, as follows:


		For the Years Ended December 31,
		2023			2022			2021
General and administrative expenses		$	83		$	278		$	635

Amortization of the unamortized stock-based compensation balance of $6 as of December 31, 2023 is expected to be amortized during the year ended December 31, 2024. The following table summarizes the stock option activity for the years ended December 31, 2023, 2022 and 2021:


		For the Years Ended December 31,
		2023								2022								2021
				Weighted			Weighted					Weighted			Weighted					Weighted			Weighted
		Number		Average			Average			Number		Average			Average			Number		Average			Average
		of		Exercise			Fair			of		Exercise			Fair			of		Exercise			Fair
		Options		Price			Value			Options		Price			Value			Options		Price			Value
Outstanding as of January 1		415,227		$	7.91		$	2.78		916,287		$	9.02		$	4.08		837,338		$	8.86		$	4.02
Granted		—			—			—		—			—			—		118,552			9.91			4.33
Exercised		(47,037)			7.70			2.53		(501,060)			9.94			5.16		(39,603)			8.37			3.46
Forfeited		—			—			—		—			—			—		—			—			—

Outstanding as of December 31		368,190		$	7.93		$	2.82		415,227		$	7.91		$	2.78		916,287		$	9.02		$	4.08

Exercisable as of December 31		337,654		$	7.76		$	2.68		221,336		$	7.63		$	2.63		488,969		$	9.88		$	5.04

The following table summarizes certain information about the options outstanding as of December 31, 2023:

Options Outstanding and Unvested,

Options Outstanding and Exercisable,

December 31, 2023

December 31, 2023

Weighted

Weighted

Weighted

Average

Weighted

Average

Weighted

Average

Exercise Price of

Average

Remaining

Average

Remaining

Outstanding

Number of

Exercise

Contractual

Number of

Exercise

Contractual

Options

Options

Price

Life

Options

Price

Life

$

7.93

30,536

$

9.91

3.15

337,654

$

7.76

2.25

As of December 31, 2023 and 2022, a total of 368,190 and 415,227 stock options were outstanding, respectively.

Restricted Stock Units

The Company has granted restricted stock units (“RSUs”) to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. As of December 31, 2023 and 2022, 808,880 and 612,300 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively. Such shares will only be issued in respect of vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the Amended 2015 Plan described above.

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the closing price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to

members of the Board of Directors. The RSUs that have been issued to other individuals vest in equal installments on each of the anniversaries of the determined vesting date, over the three or five year vesting periods, as applicable.

The table below summarizes the Company’s unvested RSUs for the years ended December 31, 2023, 2022 and 2021:


		For the Years Ended December 31,
		2023					2022					2021
				Weighted					Weighted					Weighted
		Number of		Average Grant			Number of		Average Grant			Number of		Average Grant
		RSUs		Date Price			RSUs		Date Price			RSUs		Date Price
Outstanding as of January 1		641,972		$	15.74		306,887		$	9.65		298,834		$	7.49
Granted		214,497			16.26		533,969			17.55		159,492			11.93
Vested		(243,442)			14.36		(198,884)			11.23		(151,439)			7.79
Forfeited		(49,322)			16.42		—			—		—			—

Outstanding as of December 31		563,705		$	16.47		641,972		$	15.74		306,887		$	9.65

The total fair value of the RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $4,260, $4,006 and $1,838, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

The following table summarizes certain information of the RSUs unvested and vested as of December 31, 2023:


Unvested RSUs							Vested RSUs
December 31, 2023							December 31, 2023
					Weighted
		Weighted			Average				Weighted
		Average			Remaining				Average
Number of		Grant Date			Contractual		Number of		Grant Date
RSUs		Price			Life		RSUs		Price
563,705		$	16.47		1.38		290,782		$	12.38

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2023, unrecognized compensation cost of $4,204 related to RSUs will be recognized over a weighted-average period of 1.38 years.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:


		For the Years Ended December 31,
		2023			2022			2021
General and administrative expenses		$	5,050		$	2,964		$	1,632

Performance-Based Restricted Stock Units

The Company has granted performance-based restricted stock units (“PRSUs”) under the 2015 Plan to certain employees of the Company, some of which are contingent upon the Company’s relative total shareholder return (“TSR”) and some of which are contingent upon the Company’s return on invested capital (”ROIC”) for a three-year performance period ending December 31, 2025.

TSR is calculated based on the Company’s total shareholder return compared to that of certain peer companies specified in the award agreements over the performance period and is calculated based on the change in the average daily closing stock price over a 20 trading-day period from the beginning to the end of the performance period, including

reinvested dividends. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual relative TSR performance during the performance period. The grant date fair value of the TSR awards was estimated using a Monte Carlo simulation model. Compensation for these awards, which are subject to market conditions, is being amortized over the service period.

The grant date fair value of the ROIC awards was estimated using the closing share price of the Company’s stock on the date of grant. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual ROIC performance during the performance period. As such ROIC awards are subject to performance conditions and compensation cost is recognized over the service period based on the amounts of awards that the Company believes is probable that will vest, net of anticipated forfeitures. To the extent the Company’s estimate changes, the Company will recognize a cumulative catch up in subsequent reporting periods.

The PRSUs, if earned, will ordinarily vest during the first quarter of 2026 and the recipient will receive a share of common stock for each earned PRSU. If 100% of the target metric is achieved, the recipient will earn 100% of the target amount of the PRSUs originally granted, which would amount to 79,838 PRSUs. However, based on actual performance, the number of PRSUs earned will change based on the ranges described above. As of December 31, 2023, unrecognized compensation cost of $1,118 related to PRSUs will be recognized over a weighted-average period of 2.00 years.

Significant inputs used in the estimation of the fair value of these awards granted during the year ended December 31, 2023 are as follows:


Significant Input		December 31, 2023
Closing share price of our common stock		$14.36 to $16.30
Risk-free rate of return		3.81% to 4.38%
Expected volatility of our common stock		53.38% to 54.53%
Holding period discount		0%
Simulation term (in years)		2.54 to 2.72
Range of target		0% to 200%

For the years ended December 31, 2023, 2022 and 2021, the Company recognized nonvested stock amortization expense for the PRSUs, which is included in General and administrative expenses as follows:



		For the Years Ended December 31,
		2023			2022			2021
General and administrative expenses		$	397		$	—		$	—