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Note 12 - Equity Incentive Plan

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Text Block]

12.

Equity Incentive Plan

The Company estimates the fair value of stock options and stock appreciation rights (“SARs”) using the Black-Scholes valuation model, and estimates the fair value of the total shareholder return options (“TSRs”) using a Monte-Carlo simulation model as of the grant date. Fair value of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is measured by the grant-date price of the Company’s shares. Fair value of performance restricted stock units (“PSUs”) is measured by the grant-date price of the Company’s shares with corresponding compensation cost recognized over the requisite service period. Compensation cost of PSUs is recognized based on the estimated probabilities of achieving the performance goals. Changes to the probability assessment and the estimated shares expected to vest will result in adjustments to the related compensation cost that will be recorded in the period of the change. If the performance targets are not achieved, no compensation cost is recognized, and any previously recognized compensation cost is reversed. Compensation cost of the TSRs is recognized on a straight-line basis over the vesting period, regardless of whether the market condition for vesting is ultimately achieved.

The fair value of each stock option award during the nine-month periods ended September 30, 2020 and 2019 was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:

	Nine months ended September 30,
	2020			2019
Risk free interest rate	0.21%	-	1.59%	1.41%	-	2.54%
Expected volatility	46.48%	-	52.99%	44.27%	-	46.21%
Expected life (years)	4.0	-	6.3		3.5
Expected dividend yield		0.00%			0.00%

The Company presents the expenses related to stock-based compensation awards in the same expense line items as cash compensation paid to each of its employees as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of product revenue	$	202	$	114	$	564	$	288
Research & development		206		50		558		318
Selling, general & administrative		1,512		1,147		2,832		3,534
Total stock-based compensation expense	$	1,920	$	1,311	$	3,954	$	4,140

The Company’s former President and Chief Executive Officer, Joseph Darling, passed unexpectedly in January 2020. According to the terms of Mr. Darling’s equity award grants and the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”), the unvested portion of his stock-based compensation was forfeited upon his death, resulting in a one-time benefit of $1.8 million that was fully recognized during the three-month period ended March 31, 2020 within selling, general and administrative expenses.

The following table sets forth share information for stock-based compensation awards granted and exercised during the three- and nine-month periods ended September 30, 2020 and 2019:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Grants:
Stock options		85,345		87,250		402,558		218,867
RSUs		34,697		9,000		218,804		185,507
PSUs		16,077		9,000		162,297		123,500
TSRs		-		-		104,638		-
Exercises:
Stock options		-		488,586		2,146		511,486
Forfeitures:
Stock options		32,629		42,566		86,732		81,638
RSAs		-		1,975		8,574		12,533
RSUs		17,937		7,500		90,103		19,100
PSUs		19,000		4,500		90,000		13,500
Expirations:
Stock options		3,083		25,697		3,646		44,829

During the three- and nine-month periods ended September 30, 2020, the Company granted stock-based compensation awards in the form of stock options, PSUs, TSRs, and RSUs to employees and RSUs to non-employee directors, the majority of which become exercisable or vest ratably over a three-year period. The PSUs granted to employees contained performance conditions with business and financial targets. The business target, amounting to 40% of the total performance conditions, will be measured based on achievement in the 2020-2022 fiscal years, while the financial targets, amounting to 60% of the total performance conditions, will ultimately be measured with respect to the Company’s operating results in the 2020-2022 fiscal years. The Company recorded $0.2 million and less than $0.1 million of stock-based compensation expense associated with PSUs for the three- and nine-month periods ended September 30, 2020.

During the second quarter of 2020, the initial equity grants to the Company’s current President and Chief Executive Officer contained a TSR option award at 104,638 targeted options, with market and service conditions. The actual number of options that may be earned ranges from 0% to 150% of the target number, depending on the total shareholder return of the Company relative to the peer group over the vesting period of 2.7 years. The grant-date fair value of the TSRs is recorded as stock- based compensation expense on a straight-line basis over the period from the date of grant to the settlement date. The Company recorded $0.2 million and $0.4 million of stock-based compensation expense associated with TSRs for the three and nine-month periods ended September 30, 2020, respectively.