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Stock-Based and Other Long-Term Incentive Compensation | 3 Months Ended
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Mar. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based and Other Long-Term Incentive Compensation | Stock-Based and Other Long-Term Incentive Compensation Stock Options A summary of all option activity as of December 31, 2023, and changes during the three months ended March 31, 2024 is presented below:
| Number of Stock Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2023 | 129,751 |  |  | $ | 20.59 |  |  | 4.10 |  | $ | 274 |
Granted | — |  |  | $ | — |  |  | — |  |  | $ | — |
Cancelled / Forfeited | (667) |  |  | $ | 10.58 |  |  | — |  |  | $ | 3 |
Expired | (29,667) |  |  | $ | 30.41 |  |  | — |  |  | $ | — |
Outstanding, March 31, 2024 | 99,417 |  |  | $ | 17.72 |  |  | 4.98 |  | $ | 442 |
Exercisable, March 31, 2024 | 75,082 |  |  | $ | 19.97 |  |  | 3.92 |  | $ | 231 |
The following table summarizes information about our stock options outstanding at March 31, 2024:
Range of Exercise Prices | Options Outstanding |  | Options Exercisable
Shares |  | Weighted Average Remaining Contractual Life (years) |  | Weighted Average Exercise Price |  | Shares |  | Weighted Average Exercise Price
$0.01-18.00 | 51,000 |  |  | 8.01 |  | $ | 10.77 |  |  | 26,665 |  |  | $ | 10.76 |
$22.01-26.00 | 28,667 |  |  | 1.03 |  | $ | 22.90 |  |  | 28,667 |  |  | $ | 22.90 |
$26.01-30.00 | 19,750 |  |  | 2.88 |  | $ | 28.15 |  |  | 19,750 |  |  | $ | 28.15 |
| 99,417 |  |  | 4.98 |  | $ | 17.72 |  |  | 75,082 |  |  | $ | 19.97 |
The following table summarizes changes in our unvested stock options for the three months ended March 31, 2024:
Unvested Stock Options: | Shares |  | Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2023 | 24,335 |  |  | $ | 5.45 |
Granted | — |  |  | $ | — |
Vested, outstanding shares | — |  |  | $ | — |
Cancelled/Forfeited | — |  |  | $ | — |
Unvested at March 31, 2024 | 24,335 |  |  | $ | 5.45 |
As of March 31, 2024, there was $82,000 of unrecognized compensation cost related to unvested options. For the three months ended March 31, 2024, there was $29,000 of compensation expense for stock options. For the three months ended March 31, 2023, there was $22,000 of compensation expense for stock options. Restricted Shares/Units and Performance Share Units The following summarizes grants made of equity awards under our 2019 Equity Incentive Plan, as amended, on the dates indicated: • On April 25, 2023, the Compensation Committee awarded 27,840 shares of restricted stock to our Chief Technical Officer that vest ratably over three years, beginning on April 25, 2024. • Pursuant to the Retirement Agreement dated May 17, 2022, between the Company and Mr. Taylor, on April 25, 2023, the Compensation Committee awarded 58,790 fully vested shares of common stock to Mr. Taylor. •On May 9, 2023, the Compensation Committee awarded each of our four independent Board members 9,470 restricted stock units. These restricted stock units vest one year from the date of grant. With respect to the 9,470 share RSU award received by Mr. Jacobs, at the time of grant, he was an employee of Mill Road Capital Management, LLC (“Mill Road”), and was serving on our Board pursuant to a right of appointment held by Mill Road in connection with a Cooperation Agreement between Mill Road and us. Pursuant to a pre-existing contractual obligation, Mill Road has the right to receive the economic benefit of the shares upon vesting of this RSU. On January 29, 2024, Mr. Jacobs terminated his employment with Mill Road and on February 12, 2024, he began employment as our permanent Chief Executive Officer. As a result, since he no longer qualified as an independent member of our Board, Mr. Jacobs relinquished the vesting of 2,252 shares representing the pro-rata number of shares allocable under the award since the beginning his employment in February. Thus, these shares have not been issued and remain in our 2019 Plan for future award grants. In connection with the contractual obligation noted above, 6,856 of the vested shares are in the process of being transferred by Mr. Jacobs to Mill Road for no consideration, and Mr. Jacobs continues to own 362 of the vested shares relating the period between his termination of employment with Mill Road and employment as our CEO. • On June 30, 2023, Stephen C. Taylor, in connection with his agreement to continue as our Interim Chief Executive Officer while we finalized our permanent CEO search, was granted restricted stock units for 10,101 shares of common stock that vest one year from the date of grant. In addition, Mr. Taylor was also issued 10,101 shares of common stock pursuant to his Retirement Agreement. • On October 8, 2023, the Compensation Committee awarded 6,361 restricted stock units to Brian Tucker, our Chief Operating Officer. These units will vest ratably over three years beginning on October 9, 2024. • On October 26, 2023, the compensation committee awarded 4,623 restricted stock units to an independent director. These units vest one year from the date of the grant. • On January 29, 2024, the compensation committee awarded Justin Jacobs, our Chief Executive Officer, 31,382 restricted stock units and two performance share unit awards, one for 6,494 shares representing a signing bonus and another for 31,382 shares representing an award for 2024 (pro-rated). The restricted stock units vest over three years in equal tranches beginning on the one-year anniversary of the grant date.. •On March 4, 2024, the compensation committee awarded Brian Tucker our Chief Operating Officer 11,293 restricted stock units and 11,293 performance share units. These restricted stock units vest over three years in equal tranches beginning on the one-year anniversary of the grant date. •In addition on March 14, 2024, the compensation committee awarded Jim Hazlett, our Chief Technical Officer, 21,984 restricted stock units. These restricted stock units vest over three years in equal tranches beginning on the one-year anniversary of the grant date. In connection with the performance share unit awards granted to Messrs. Jacobs and Tucker set forth above, potential payout for the PSU award is based upon performance for a three-year period ending December 31, 2026 measured against relative total shareholder return (“TSR”) compared to a peer group as established by the Compensation Committee. The PSU award payout ranges from zero (if the Company ranks below the 30th percentile) and up to 200% for Mr. Jacobs, the CEO (if the Company ranks first) based upon the Company’s relative TSR performance ranking (subject to certain caps based on absolute TSR). Total compensation expense related to these and previously granted restricted stock awards was $0.2 million and $0.5 million for the nine months ended March 31, 2024, and 2023, respectively. A summary of all restricted stock/units outstanding as of December 31, 2023 and activity during the three months ended March 31, 2024 is presented below:
| Number of Shares |  | Weighted Average Grant Date Fair Value |  | Weighted Average Remaining Contractual Life (years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2023 | 133,898 |  |  | $ | 10.66 |  |  | 1.57 |  | $ | 1,813 |
Granted | 64,659 |  |  | $ | 16.60 |  |  |  |  | $ | 1,073 |
Vested | (9,648) |  |  | $ | 9.52 |  |  |  |  | $ | 157 |
Canceled/Forfeited | (21,147) |  |  | $ | 11.12 |  |  |  |  | $ | 235 |
Outstanding, March 31, 2024 | 167,762 |  |  | $ | 13.02 |  |  | 3.97 |  | $ | 3,260 |

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