Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

10.	Stock-Based Compensation

Effective October 1, 2008, the Company adopted a Stock Incentive Plan (the “Plan”) which, as amended, provides that up to 5,400,000 shares of the Company’s common stock shall be allocated for issuance to directors, executive management and key personnel. Grants under the Plan can be made in the form of stock options, stock appreciation rights, performance shares or stock awards. As of December 31, 2023, the Company had 4,005,000 outstanding and/or exercised stock options, 260,000 vested performance shares and 300,000 outstanding and/or released restricted stock units that were issued under the Plan. Thus, as of December 31, 2023, the Company has 835,000 shares available for future grants under the Plan.

The Plan is administered by the Compensation Committee of the Board of Directors. All grants awarded under the Plan are recommended by the Committee to the Board of Directors for approval. The exercise price of stock options is set on the grant date and is not to be less than the fair market value per share of our closing stock price on that date. Grants of stock options generally vest over a

three

to five-year period and options expire after ten years from the grant date. Restricted stock awards generally vest over a

one-year

period. Performance shares vest upon the achievement of the performance criteria and approval by the Compensation Committee of the Board of Directors.

Following is a summary of the Company’s stock option activity for the three years ended December 31, 2023:


	Number of Options			Weighted Average Exercise Price
Outstanding at December 31, 2020		2,009,000		$	9.40
Granted		501,000			17.58
Exercised		(31,000	)		7.34
Cancelled / forfeited		(438,000	)		13.04

Outstanding at December 31, 2021		2,041,000			10.66
Granted		1,200,000			15.76
Exercised		(113,000	)		11.73
Cancelled / forfeited		(802,000	)		15.85

Outstanding at December 31, 2022		2,326,000			11.38
Granted		205,000			10.14
Exercised		—			—
Cancelled / forfeited		(434,000	)		13.62

Outstanding at December 31, 2023		2,097,000		$	10.80

As of December 31, 2023, the Company’s outstanding “in the money” stock options using the

year-end

share price of $8.43 had an aggregate intrinsic value of $2.6 million. As of December 31, 2023, the intrinsic value of vested stock options totaled $2.5 million. The total intrinsic value of options exercised during 2023, 2022 and 2021 totaled $0, $777,000 and $355,000, respectively. The measurement date fair value of stock options vested during 2023, 2022 and 2021 totaled $245,000, $653,000 and $2.1 million, respectively.

The table below summarizes information regarding the Company’s outstanding and exercisable stock options as of December 31, 2023:


Range of Exercise Prices:	Options Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$0.01 to $4.00		355,000		2.3	$	3.56
$4.01 to $8.00		575,000		4.8		6.83
$8.01 to $12.00		105,000		9.8		8.82
$12.01 to $16.00		821,000		7.5		14.99
$16.01 to $20.00		241,000		7.8		17.51

		2,097,000		6.0	$	10.80


Range of Exercise Prices:	Options Exercisable		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$0.01 to $4.00		355,000		2.3	$	3.56
$4.01 to $8.00		491,000		4.8		6.84
$8.01 to $12.00		—		—		—
$12.01 to $16.00		335,000		6.4		15.42
$16.01 to $20.00		125,000		7.8		17.51

		1,306,000		4.8	$	9.17

Stock options of 205,000 units were issued during the year ended December 31, 2023, of which 180,000 vest over a four-year period and 25,000 vest over a three-year period. Stock options of 1.2 million units were issued during the year ended December 31, 2022, of which

900,000

vest over a

four-year

period and

300,000

vest over a

three-year

period. Stock options of

501,000

units were issued during the year ended December 31, 2021, of which

491,000

vest over a

four-year

period and

10,000

vest over a

one-year

period. The Company used the following average assumptions with respect to the Black-Scholes option pricing model for Mastech Digital stock options issued during 2023, 2022 and 2021.


	Years Ended December 31,
	2023			2022			2021
Stock option grants:
Weighted-average risk-free interest rate		4.0	%		2.7	%		0.6	%
Weighted-average dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		63.0	%		66.1	%		68.3	%
Expected term (in years)		3.7			3.6			3.8
Weighted-average fair value	$	5.01		$	7.83		$	8.85

Risk-free interest rate

— The risk-free rate for stock options granted during the period was determined by using a U.S. Treasury rate for the period that coincided with the expected term of the options.

Expected dividend yield

— The Company did not contemplate a recurring dividend program. Accordingly, the dividend yield assumption used was 0.0%.

Expected volatility

— Expected volatility was determined based on the historical volatility of Mastech Digital’s common stock.

Expected term

— Mastech Digital’s expected term was based on the exercise history of our employees and the vesting term of our stock options.

Following is a summary of Mastech’s restricted stock activity for the three years ended December 31, 2023:


	Years Ended December 31,
	2023			2022			2021
Beginning outstanding balance		17,804			25,059			30,843
Awarded		19,924			13,979			11,955
Released		(17,804	)		(21,234	)		(17,739	)
Forfeited		—			—			—

Ending outstanding balance		19,924			17,804			25,059

The aggregate intrinsic value of restricted stock units outstanding at December 31, 2023 was $168,000. The total intrinsic value of restricted shares released during 2023 totaled $232,000.

In October 2018, the Board of Directors of the Company approved the Mastech Digital, Inc. 2019 Employee Stock Purchase Plan (the “Stock Purchase Plan”). The Stock Purchase Plan is intended to meet the requirements of Section 423 of the Code and had to be approved by the Company’s shareholders to be qualified. On May 15, 2019, the Company’s shareholders approved the Stock Purchase Plan. Under the Stock Purchase Plan, 600,000

shares of common stock (subject to adjustment upon certain changes in the Company’s capitalization) are available for purchase by eligible employees who become participants in the Stock Purchase Plan. The purchase price per share is 85% of the lesser of (i) the fair market value per share of common stock on the first day of the offering period, or (ii) the fair market value per share of common stock on the last day of the offering period.

During the year ended December 31, 2023 and December 31, 2022, the Company issued 25,646 and 23,789 shares under the Stock Purchase Plan at an average share of $8.03 and $11.53, respectively. At December 31, 2023, there were 466,919 shares available for purchases under the Plan.

The Company’s eligible full-time employees are able to contribute up to 15% of their base compensation into the employee stock purchase plan, subject to an annual limit of $25,000 per person. Employees are able to purchase Company common stock at a 15% discount to the lower of the fair market value of the Company’s common stock on the initial or final trading dates of each

six-month

offering period. Offering periods begin on January 1 and July 1 of each year. The Company uses the Black-Scholes option pricing model to determine the fair value of employee stock purchase plan share-based payments. The fair value of the

six-month

“look-back” option in the Company’s employee stock purchase plans is estimated by adding the fair value of 15% of one share of stock to the fair value of 85% of an option on one share of stock. The Company utilized U.S. Treasury yields as of the grant date for its risk-free interest rate assumption, matching the Treasury yield terms to the

six-month

offering period. The Company utilized historical company data to develop its dividend yield and expected volatility assumptions.

Stock-based compensation expense of $3.1 million, $2.2 million and $2.2 million was recognized in the Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021, respectively. The Company has recognized related tax benefits associated with its stock-based compensation arrangements for the years ended December 31, 2023, 2022, and 2021 of $721,000, $663,000, and $622,000, respectively. As of December 31, 2023, the total remaining unrecognized compensation expense related to

non-vested

stock options totaled $3.5 million which will be amortized over the weighted-average remaining requisite service period of 1.8 years. The total remaining unrecognized compensation expense related to restricted stock units amounted to $21,000 which will be amortized over the weighted-average remaining requisite service period of 0.1 years.