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Stock-Based Compensation and Employee Benefit Plans

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement, Disclosure [Abstract]

Stock-Based Compensation and Employee Benefit Plans

Note 13 — Stock-Based Compensation and Employee Benefit Plans

2022 Omnibus Equity Incentive Plan

On April 29, 2022, the Company’s Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”), which replaced the 2020 Stock Option Plan (the “2020 Plan”). The 2022 Plan provides for the grant of stock options, stock appreciation right awards, performance share awards, restricted stock awards, restricted stock unit awards, other stock-based awards and cash-based awards. The aggregate number of shares of Common Stock that may be reserved and available for grant and issuance under the 2022 Plan is 529,665 shares, which includes the 200,000 shares authorized under the 2022 Plan, plus the rollover of 329,665 issued and outstanding awards under the 2020 Plan. Shares will be deemed to have been issued under the 2022 Plan solely to the extent actually issued and delivered pursuant to an award. If any award granted under the 2020 Plan or the 2022 Plan expires, is canceled, or terminates unexercised or is forfeited, the number of shares subject thereto is again available for grant under the 2022 Plan. The 2022 Plan shall continue in effect, unless sooner terminated, until the tenth anniversary of the date on which it is adopted by the Board of Directors.

Stock-based Compensation

The Company’s stock option compensation expense was $1.6 million and $941 thousand for the three months ended September 30, 2022 and 2021, respectively, and $3.5 million and $4.0 million for the nine months ended September 30, 2022 and 2021, respectively. There was $4.3 million of total unrecognized compensation cost related to unvested options granted under the Company’s options plans as of September 30, 2022. This stock option expense will be recognized through 2025.

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying Common Stock, expected option life, and expected volatility in the market value of the underlying Common Stock. No stock options were granted during the nine months ended September 30, 2022.

The following table summarizes the Company’s assumptions used in the valuation of options granted during the year ended December 31, 2021:

Volatility			40	%
Risk-free interest rate			1.10% – 1.63	%
Dividend yield			0.00	%
0% Expected life (Years)			10
Forfeiture rate			0.00	%

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of such stock options. The risk-free interest rate is based upon quoted market yields for United States Treasury debt securities with a term similar to the expected term. The expected dividend yield is based upon the Company’s history of having never issued a dividend and management’s current expectation of future action surrounding dividends. The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the underlying instrument’s expected term. The expected lives for such grants were based on the simplified method for employees and directors.

In arriving at stock-based compensation expense, the Company estimates the number of stock-based awards that will be forfeited due to employee turnover. The Company’s forfeiture assumption is based primarily on its employee turnover historical experience. If the actual forfeiture rate is higher than the estimated forfeiture rate, then an adjustment will be made to increase the estimated forfeiture rate, which will result in a decrease to the expense recognized in the Company’s financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an adjustment will be made to lower the estimated forfeiture rate, which will result in an increase to expense recognized in the Company’s financial statements. The expense the Company recognizes in future periods will be affected by changes in the estimated forfeiture rate and may differ significantly from amounts recognized in the current period.

As of September 30, 2022, there were 64,688 shares of Common Stock available to be granted under the Company’s 2022 Plan.

Stock Option Activity

The following table presents option activity under the Company’s stock option plans for the nine months ended September 30, 2022 and the year ended December 31, 2021:

(In thousands, except share and per share data)		Number of Options				Weighted- Average Exercise Price				Aggregate Intrinsic Value
Options outstanding at December 31, 2020			313,311			$	35.10			$	—
Granted			152,002				121.30
Exercised			(65,763	)			32.30
Forfeited			(43,021	)			39.80
Canceled			(100	)			44.30
Options outstanding at December 31, 2021			356,429				71.80			$	12,572
Granted			—				—
Exercised			(851	)			22.92
Forfeited			(47,013	)			51.11
Canceled			(22,890	)			92.93
Options outstanding at September 30, 2022			285,675			$	73.66			$	—

Options vested and exercisable as of September 30, 2022			218,172			$	62.87
Options vested and expected to vest as of September 30, 2022			272,209			$	71.93

Restricted Stock Units

The following table presents restricted stock unit activity under the 2022 Plan for the nine months ended September 30, 2022:

		Number of Shares				Weighted- Average Grant Date Fair Value
Unvested at December 31, 2021			—			$	—
Granted			188,800				12.62
Vested			(20,000	)			19.20
Forfeited			(9,500	)			15.70
Unvested at September 30, 2022			159,300			$	12.46

2022 Employee Stock Purchase Plan

On April 29, 2022, the Company’s Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Employee Stock Purchase Plan ("ESPP"). The Company has initially reserved 50,000 shares of Common Stock for issuance under the ESPP. On September 30, 2022, 50,000 shares were available for future issuance.

Under the ESPP, eligible employees are granted options to purchase shares of Common Stock at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about August 1 and February 1 and are exercisable on or about the succeeding January 31 and July 31, respectively, of each year. No participant may purchase more than $25 thousand worth of Common Stock annually. No Common Stock was granted under the 2022 ESPP during the nine months ended September 30, 2022.

Employee Benefit Plan

The Company maintains an employee’s savings and retirement plan under Section 401(k) of the Internal Revenue Code (the “401k Plan”). All full-time U.S. employees become eligible to participate in the 401k Plan. The Company’s contribution to the 401k Plan is discretionary. During the three and nine months ended September 30, 2022 and 2021, the Company did not contribute to the 401k Plan.