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Equity Incentive Plan | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Equity Incentive Plan | Equity Incentive Plan The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”). 2021 Equity Incentive Plan In December 2021, Consensus’ Board of Directors adopted the 2021 Plan, which provides for the grant of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units and other share-based awards. Under the 2021 Plan, 4,000,000 shares of common stock are authorized to be granted. As of September 30, 2024, 2,147,611 shares were available to be used under the 2021 Plan. Restricted Stock and Restricted Stock Units The Company has awarded restricted stock and restricted stock units to its Board of Directors and certain employees pursuant to the 2021 Plan. Compensation expense resulting from restricted stock and restricted stock unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are generally one year for awards to members of the Company’s Board of Directors, four years for employees and five years for the Chief Executive Officer and Chief Operating Officer. Restricted Stock and Restricted Stock Units with Market Conditions The Company has awarded certain key employees market-based restricted stock and restricted stock units pursuant to the 2021 Plan. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets for 20 out of 30 trading days or 20 out of 25 trading days (look-back period), based on the award agreement. Stock-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method, unless the market condition has been met and requisite service period has been completed, then the expense will be accelerated and recognized in the period that the market condition and service period requirement have been met. During the nine months ended September 30, 2024 and 2023, the Company awarded zero market-based restricted stock awards and restricted stock units. Restricted stock activity for the nine months ended September 30, 2024 is set forth below:
| Number of Shares |  | Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2024 | 15,679 |  |  | $ | 39.24 |
Granted | — |  |  | — |
Vested | (9,225) |  |  | 37.95 |
Canceled | (6,454) |  |  | 41.07 |
Nonvested at September 30, 2024 | — |  |  | $ | — |
As of September 30, 2024, the Company had no remaining unrecognized share-based compensation cost related to its restricted stock awards, as they have been fully expensed as of the end of the period. Restricted stock unit activity for the nine months ended September 30, 2024 is set forth below:
| Number of Shares |  | Weighted-Average Grant-Date Fair Value |  |  |  |
Outstanding at January 1, 2024 | 1,560,557 |  | $ | 40.27 |  |  |  |  |
Granted | 101,067 |  |  | 16.46 |  |  |  |  |
Vested | (103,366) |  |  | 54.37 |  |  |  |  |
Canceled | (54,344) |  |  | 40.04 |  |  |  |  |
Outstanding at September 30, 2024 | 1,503,914 |  |  | $ | 37.71 |  |  |  |  |
As of September 30, 2024, the Company had unrecognized share-based compensation cost related to its restricted stock units of $22.2 million, which is expected to be recognized over a weighted-average period of 2.3 years. The Company capitalized $0.7 million and $0.5 million of share-based compensation cost during the three months ended September 30, 2024 and 2023, respectively, and $2.2 million and $1.5 million during the nine months ended September 30, 2024 and 2023, respectively, within property and equipment, net on its Condensed Consolidated Balance Sheets.

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