XML 45 R15.htm IDEA: XBRL DOCUMENT
v3.24.3

Stock-based Compensation and Equity Grants | 12 Months Ended
--- | ---
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-based Compensation and Equity Grants | Stock-based Compensation and Equity Grants Stock-based compensation expense Options issued under equity incentive plans were designated as either an incentive stock or a non-statutory stock option. No option was granted with a term of more than 10 years from the date of grant. Exercisability of option awards may depend on achievement of certain performance measures determined by the Compensation Committee of our Board. Shares issued upon option exercise are newly issued shares. As of September 30, 2024, there were 1.1 million shares available for grant. Total stock-based compensation expense, presented in the table below, is recorded in general and administrative expenses included in our consolidated statements of operations for the years ended September 30, 2024 and 2023 (in thousands):
|  | 2024 |  | 2023
DLH employees (a) |  | $ | 1,280 |  |  | $ | 1,204 |
Non-employee directors (b) |  | 618 |  |  | 718 |
Stock option expense |  | $ | 1,898 |  |  | $ | 1,922 |
(a): Included in this amount are equity grants of restricted stock units ("RSU") to Executive Officers, which were issued in accordance with the DLH long-term incentive compensation policy in this fiscal year, and stock option grants to employees during prior fiscal years. The RSUs issued and outstanding totaled 316,863 and 211,228 at September 30, 2024 and 2023, respectively. During the fiscal year ended September 30, 2024, 169,544 RSUs were granted to Executive Officers. Of the RSUs granted, 84,773 have performance-based vesting criteria and the remaining 84,771 have service-based vesting criteria. At a 50% volatility and assumptions of a 3-year term and the performance vesting criteria results in an indicated a fair value. The RSUs granted during the fiscal year ended September 30, 2024, as follows using the Monte Carlo Method.
|  |  |  | Volatility
|  |  |  | 50%
Grant Date | Performance Vesting Base | Performance Vesting Criteria | (Years) | Calculated Fair Value
December 15, 2023 | Revenue | Revenue increase at the end of the performance period as compared to the year ended September 30, 2023 | 3 | $ | 3.82 |
December 15, 2023 | Stock price | Stock price is at least $25.65 per share average for the 30 days prior to the end of the performance period | 3 | $ | 5.36 |
January 27, 2023 | Revenue | Revenue increase at the end of the performance period as compared to the year ended September 30, 2022 | 3 | $ | 3.51 |
January 27, 2023 | Stock price | Stock price is at least $33.21 per share average for the 30 days prior to the end of the performance period | 3 | $ | 2.92 |
Notes: Results based on 100,000 simulations |  |
(b): Equity grants of RSUs were made in accordance with DLH compensation policy for non-employee directors and a total of 61,525 and 50,367 restricted stock units were issued and outstanding at September 30, 2024 and 2023, respectively. These grants have service-based vesting criteria and vest at the end of this fiscal year. Unrecognized stock-based compensation expense Unrecognized stock-based compensation expense is presented in the table below for the years ending September 30, 2024 and 2023 (in thousands):
|  | 2024 |  | 2023
Unrecognized expense for DLH employees (a) |  | $ | 4,417 |  |  | $ | 7,107 |
Unrecognized expense |  | $ | 4,417 |  |  | $ | 7,107 |
(a): On a weighted average basis, this expense is expected to be recognized within the next 2.98 years. Stock option activity for the year ended September 30, 2024: The aggregate intrinsic value in the table below represents the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their in the money options on those dates. This amount will change based on the fair market value of the Company’s stock. A summary of the Company's stock option awards is as follows:
|  |  |  |  |  | Weighted |  |
|  |  |  | Weighted |  | Average |  |
|  |  |  | Average |  | Remaining |  | Aggregate
|  | Number of |  | Exercise |  | Contractual |  | Intrinsic
|  | Shares |  | Price |  | Term |  | Value
|  | (in thousands) |  |  |  | (in years) |  | (in thousands)
Outstanding, September 30, 2023 |  | 2,278 |  |  | $ | 8.40 |  |  | 5.8 |  | $ | 8,693 |
Exercised |  | (760) |  |  | 4.12 |  |  | — |  | — |
Cancelled |  | (282) |  |  | 14.73 |  |  | — |  | — |
Outstanding, September 30, 2024 |  | 1,236 |  |  | $ | 9.28 |  |  | 6.1 |  | $ | 1,313 |
Vested and exercisable, September 30, 2024 |  | 1,177 |  |  | $ | 9.37 |  |  | 6.0 |  | $ | 1,313 |
Stock options shares outstanding, vested and unvested for the years ended September 30, 2024 and 2023 (in thousands):
|  | Number of Shares
|  | 2024 |  | 2023
Vested and exercisable |  | 1,176 |  |  | 1,608 |
Unvested (a) |  | 60 |  |  | 670 |
Options outstanding |  | 1,236 |  |  | 2,278 |
(a): Certain awards vest upon satisfaction of certain performance criteria.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration