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Share-Based Payments

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement [Text Block]

Note 17—Share-Based Payments

Under the Company’s 2002 Stock Award and Incentive Plan (“the Plan”), which incorporated its Third Amended and Restated 1995 Stock Option Plan, the Company has reserved shares of its common stock for issuance upon the exercise of options granted under the Plan, as well as for the awarding of other securities. Under the Plan, employees (including officers), non-employee directors and independent consultants may be granted options to purchase shares of common stock, restricted stock units and other securities (see Note 14 - Common Stock and Preferred Stock). The vesting of these share-based awards may vary, but typically vest over a requisite service period or are based on performance criteria, with a maximum vesting period of four years. Restricted shares typically vest in the same manner, with the exception of certain awards vesting over one to three years. Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-awards is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management expectations regarding the relevant performance criteria. Unlike the restricted stock awards, the shares for the restricted stock units are not issued until vested. As of December 31, 2023, 1,847,686 shares were available for future grant. Additional shares may become available to the extent that options or shares of restricted stock presently outstanding under the Plan terminate, expire, or are forfeited.

Restricted Stock Award

Under the Plan, share-based compensation payments may include the issuance of shares of restricted stock. Restricted stock award grants are based upon employment contracts, which vary by individual and year, and are subject to vesting conditions.

The following table summarizes the restricted stock award activity, annually, for the year ended December 31, 2023, 2022 and 2021:

		2023								2022								2021
						Weighted								Weighted								Weighted
		Number of				Average Grant Date				Number of				Average Grant Date				Number of				Average Grant Date
		Shares				Fair Value				Shares				Fair Value				Shares				Fair Value
Outstanding, January 1			—			$	—				—			$	—				507,867			$	12.73
Granted			—				—				—				—				113,896				4.98
Vested			—				—				—				—				(97,645	)			20.87
Forfeited			—				—				—				—				(93,352	)			12.67
Converted to RSU			—				—				—				—				(430,766	)			8.85
Outstanding, December 31			—				—				—				—				—				—

As of December 31, 2023, 2022 and 2021 there was nil of total unrecognized compensation cost related to non-vested restricted stock.

On September 27, 2021, the Company amended the employment agreements with certain executives. The purpose of the amendments was to change the issuance, past and future, of all restricted stock awards to restricted stock units. All other material terms of the respective employment agreements remain the same, including without limitation, the terms of all such grants including the timing of all vesting periods and the vesting benchmarks.

Restricted Stock Units

Under the Plan, share-based compensation payments may include the issuance of Restricted Stock Units (RSUs) to employees, which occurs approximately once per year and are subject to vesting conditions. RSUs are valued at the market price of the shares underlying the award on the date of grant.

The following table summarizes the RSU award activity, annually for the year ended December 31, 2023, 2022 and 2021:

		2023								2022								2021
						Weighted								Weighted								Weighted
		Number of				Average Grant Date				Number of				Average Grant Date				Number of				Average Grant Date
		Shares				Fair Value				Shares				Fair Value				Shares				Fair Value
Outstanding, January 1			1,408,586			$	12.82				1,073,902			$	8.62				131,517			$	6.32
Granted			436,792				21.11				827,349				16.75				540,154				8.72
Vested			(504,384	)			11.75				(343,427	)			8.37				(23,089	)			17.28
Forfeited			(34,588	)			16.70				(149,238	)			14.70				(5,446	)			9.66
Converted from RSA			—				—				—				—				430,766				8.85
Outstanding, December 31			1,306,406				16.47				1,408,586				12.82				1,073,902				8.62

As of December 31, 2023, there was $15.4 million of total unrecognized compensation cost related to non-vested restricted stock units, which is expected to be recognized over a weighted-average period of 2.2 years.

As of December 31, 2023, the fair market value of non-vested restricted stock units was $46.4 million.

Share-Based Compensation Expense

The following table summarizes the total share-based compensation expense (in thousands) which is recognized in General and administrative expenses in the Consolidated Statement of Operations:

		Year Ended December 31,
		2023				2022				2021
Share-based compensation expense		$	8,027			$	5,082			$	2,093