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Stock Based Compensation | 3 Months Ended
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Mar. 31, 2024
Stock Based Compensation |
Stock Based Compensation | 11. Stock Based Compensation The Company may grant qualified and non-qualified stock options, common stock, PSUs and other stock-based awards under various plans to directors, officers, employees and other individuals. Stock options are granted at exercise prices of not less than the fair market value of the Company’s common stock on the date of grant. Additionally, the Company has an ESPP that allows employees to purchase Company shares at a purchase price equal to 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the purchase period. The ESPP includes a rollover mechanism for the purchase price if the fair market value of the Company’s common stock on the purchase date is less than the fair market value of the Company’s common stock on the first trading day of the offering period. Stock Options and Other Benefit Plans Stock Option Plans 2010 Plan Stock Options Stock options issued under the 2010 Plan generally vest monthly over three years for employees and one year for directors. Stock options held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest on the earlier of scheduled vest date or the date of retirement. No stock options were granted under the 2010 Plan during the three months ended March 31, 2024 and 2023. Stock Option Inducement Awards On December 30, 2022, the Board appointed Owen Hughes as Executive Chairman of the Board and Interim Chief Executive Officer and Bradley Sitko as the Company’s Chief Investment Officer, effective as of January 1, 2023. Pursuant to the terms of their respective employment agreements, Mr. Hughes and Mr. Sitko were each granted two separate awards of non-qualified stock options on January 3, 2023 (collectively, the “Stock Option Inducement Awards”) when the Company’s stock price was $18.66 per share. The Stock Option Inducement Awards were granted to Mr. Hughes and Mr. Sitko outside the 2010 Plan as an inducement material to entering into their respective employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) but are subject to the terms and conditions of the 2010 Plan. More information on the Stock Option Inducement Awards granted during the three months ended March 31, 2023 can be found in Note 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. The weighted-average grant-date fair value per share of options granted to Mr. Hughes and Mr. Sitko at an exercise price of $18.66 per share during the first quarter of 2023 was $11.91. The weighted-average grant-date fair value per share of options granted to Mr. Hughes and Mr. Sitko at an exercise price of $30.00 per share during the first quarter of 2023 was $14.68. No Stock Option Inducement Awards were granted during the three months ended March 31, 2024. The activity for all stock options for the three months ended March 31, 2024 was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted |  | Weighted | ​ | ​
​ | ​ | ​ | ​ | Average | ​ | Average | ​ | Aggregate
​ | ​ | ​ | ​ | Exercise | ​ | Contractual | ​ | Intrinsic
​ | ​ | Number of | ​ | Price | ​ | Remaining Term | ​ | Value
​ | ​ | shares | ​ | Per Share | ​ | (in years) | ​ | (in thousands)
Outstanding at January 1, 2024 | ​ | ​ | 2,730,068 | ​ | $ | 20.88 |  | ​ | 6.29 | ​ | $ | 10,638
Granted |  | ​ | — | ​ |  | — |  | ​ | ​ |  | ​ |
Exercised |  | ​ | (134,959) | ​ |  | 4.61 |  | ​ | ​ |  | ​ |
Forfeited, expired or cancelled | ​ | ​ | (26,014) | ​ |  | 178.20 |  | ​ | ​ |  | ​ |
Outstanding at March 31, 2024 | ​ | ​ | 2,569,095 | ​ | $ | 20.15 |  | ​ | 6.27 | ​ | $ | 17,723
Exercisable at March 31, 2024 | ​ | ​ | 2,009,056 | ​ | $ | 19.12 |  | ​ | 5.60 | ​ | $ | 16,131
​ The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2024 was $2.5 million. No stock options were exercised during the three months ended March 31, 2023. The Company recorded $1.1 million in stock-based compensation expense related to stock options during the three months ended March 31, 2024. As of March 31, 2024, $7.0 million of total unrecognized compensation expense related to stock options was expected to be recognized over a weighted average period of 2.4 years. Performance Stock Unit Awards In May 2023, the Company granted employees 430,400 PSUs under the 2010 Plan. The PSUs are subject to market-based vesting conditions and the number of PSUs vested will be based on the stock price of the Company’s common stock as compared to four stock price hurdles over a three-year period from the May 2023 grant date (the “performance period”). A stock price hurdle is considered attained when, at any time during the performance period, the Company’s volume-weighted average stock price equals or exceeds the hurdle stock price value for 30 consecutive calendar days. Upon attainment of a stock price hurdle, one third of the earned PSUs will vest immediately upon achievement, one third will vest upon the two-year anniversary of the grant date and one third will vest on the three-year anniversary of the grant date. If no stock price hurdle is attained during the performance period, then no PSUs will vest. In October 2023, the Company granted an additional 18,200 PSUs under the 2010 Plan with generally the same terms as the May 2023 PSU grants. In connection with Mr. Hughes’ appointment to full-time Chief Executive Officer in January 2024, the Company granted Mr. Hughes 275,000 PSUs under the 2010 Plan with generally the same terms as the May 2023 PSU grants. Fair Value Assumptions of Performance Stock Unit Awards ​ The fair value of the PSUs granted was estimated based on Monte Carlo valuation model which incorporates into the valuation the possibility that the stock price hurdles may not be satisfied. The range of grant date fair values of the PSUs granted in 2023 was estimated as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Derived
Hurdle Price | ​ | Number of | ​ | Fair Value | ​ | Service Period
Per PSU | ​ | PSUs | ​ | Per Share | ​ | (in years)
$ | 30.00 | ​ | ​ | 243,550 |  | $ | 11.42-17.45 | ​ | ​ | 0.69-2.59
$ | 35.00 | ​ | ​ | 91,239 |  | $ | 10.16-16.07 |  | ​ | 0.93-2.59
$ | 40.00 | ​ | ​ | 60,024 |  | $ | 9.07-14.84 |  | ​ | 1.12-2.59
$ | 45.00 | ​ | ​ | 53,787 |  | $ | 8.12-13.72 |  | ​ | 1.27-2.59
​ | ​ | ​ | ​ | 448,600 |  | ​ | ​ | ​ | ​ | ​
​ The grant date fair values of the PSUs granted in January 2024 was estimated as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Derived
Hurdle Price | ​ | Number of | ​ | Fair Value | ​ | Service Period
Per Share | ​ | PSUs | ​ | Per Share | ​ | (in years)
$ | 30.00 | ​ | ​ | 160,078 |  | $ | 18.42 | ​ | ​ | 0.74
$ | 35.00 | ​ | ​ | 53,350 |  | $ | 17.24 | ​ | ​ | 0.96
$ | 40.00 | ​ | ​ | 32,835 |  | $ | 16.14 | ​ | ​ | 1.15
$ | 45.00 | ​ | ​ | 28,737 | ​ | $ | 15.13 | ​ | ​ | 1.31
​ | ​ | ​ | ​ | 275,000 |  | ​ | ​ | ​ | ​ | ​
​ The Company estimates that it will recognize total stock-based compensation expense of approximately $11.7 million in aggregate for the PSUs granted in May 2023, October 2023 and January 2024 using the graded expense attribution method over the requisite service period of each tranche. If the stock price hurdles are met sooner than the requisite service period, the stock-based compensation expense for the respective stock price hurdle will be accelerated. Stock-based compensation expense will be recognized over the requisite service period if the grantees continue to provide service to the Company, regardless of whether the PSU stock price hurdles are achieved. ​ The activity for all PSUs for the three months ended March 31, 2024 was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Grant Date
​ | ​ | Number of | ​ | Fair Value
​ | ​ | Unvested PSUs | ​ | Per Share
Unvested balance at January 1, 2024 | ​ | ​ | 448,600 | ​ | $ | 15.40
Granted |  | ​ | 275,000 | ​ |  | 17.58
Vested |  | ​ | — | ​ |  | —
Forfeited | ​ | ​ | — | ​ |  | —
Unvested balance at March 31, 2024 | ​ | ​ | 723,600 | ​ | $ | 16.23
​ The Company recorded $1.8 million in stock-based compensation expense related to the PSUs during the three months ended March 31, 2024. As of March 31, 2024, there was $7.1 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining recognition period of 1.13 years. ​ Stock-based Compensation Expense All stock-based compensation expense is recorded in G&A expense. The following table shows total stock-based compensation expense for stock options, PSUs and ESPP in the condensed consolidated statements of operations and comprehensive loss (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31,
​ |  | 2024 |  | 2023
Total stock-based compensation expense included in G&A | ​ | $ | 2,856 | ​ | $ | 1,570
​

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