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Stock-Based Compensation

9 Months Ended

Sep. 30, 2021

14. Stock-Based Compensation

The Gold Resource Corporation 2016 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to 5 million shares of common stock in the form of incentive and non-qualified stock options, stock appreciation rights, restricted stock units (“RSUs”), stock grants, stock units, performance shares, performance share units and performance cash. Additionally, pursuant to the terms of the Incentive Plan, any award outstanding under the prior plan that is terminated, expired, forfeited, or canceled for any reason, will be available for grant under the Incentive Plan.

Effective January 1, 2021, the Company’s Board of Directors, on the recommendation of the Compensation Committee, implemented a program to issue deferred stock units (“DSUs”). DSUs are a qualifying instrument under the terms of the Company’s 2016 Equity Incentive Plan and therefore do not require additional shareholder approval. The vesting and settlement terms of the DSUs are determined by the Compensation Committee at the time the DSUs are awarded.

130,000 DSUs were granted to the Board of Directors during the period ended March 31, 2021 and are redeemable in cash or shares at the earlier of 10 years or upon the eligible directors’ termination. Termination is deemed to occur on the earliest of (1) the date of voluntary resignation or retirement of the director from the Board; (2) the date of death of the director; or (3) the date of removal of the director from the Board whether by shareholder resolution, failure to achieve re-election or otherwise; and on which date the director is not a director or employee of the Company or any of its affiliates. These awards contain a cash settlement feature and are therefore classified as a liability and are marked to fair value each reporting period. The Company may also issue DSUs for directors in lieu of board fees at their request. As of September 30, 2021, there were 1,960 DSUs granted in lieu of board fees that are also subject to mark-to-market adjustment. As of September 30, 2021, the Company recorded $0.2 million of other non-current liability and expense for the DSUs based on the fair value of the Company’s stock price.

During the three and nine months ended September 30, 2021, a total of 49,755 and 52,797 RSUs vested, respectively, and shares were issued with an intrinsic value of $0.1 and $0.1 million, respectively, and a fair value of $0.1 and $0.1 million, respectively. During the three and nine months ended September 30, 2020, a total of 58,133 and 93,205 RSUs vested, respectively, and shares were issued with an intrinsic value of $0.2 and $0.4 million, respectively, and a fair value of $0.3 and $0.5 million, respectively.

No stock options were exercised during the three months ended September 30, 2021. During the nine months ended September 30, 2021, stock options to purchase an aggregate of 217,718 shares of the Company’s common stock were exercised at a weighted average exercise price of $1.31 per share. No stock options were exercised during the three and nine months ended September 30, 2020.

Stock-based compensation expense for stock options, RSUs, and DSUs for the periods presented is as follows:


	For the three months ended September 30,				For the nine months ended September 30,
	2021		2020		2021		2020

	(in thousands)				(in thousands)
Stock options	$	74	$	140	$	436	$	535
Restricted stock units		87		165		71		640
Deferred stock units		(131)		-		204		-
Total	$	30	$	305	$	711	$	1,175

The Company has a short-term incentive plan (“STIP”) for its executive officers that provides for the grant of either cash or stock-based bonus awards payable upon achievement of specified performance metrics. As of September 30, 2021 we accrued $0.4 million related to the STIP program. As of December 31, 2020, there were no accruals related to the STIP.