XML 37 R25.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Stock-Based Compensation and Equity Grants (Tables) | 3 Months Ended
--- | ---
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense shown in the table below, is recorded in general and administrative expenses in our consolidated statements of operations for the three months ended December 31, 2023 and 2022 as follows (in thousands):
|  | 2023 |  | 2022 |
DLH employees (a) |  | $ | 540 |  |  | $ | 372 |  |
Non-employee directors (b) |  | 80 |  |  | 180 |  |
Total stock option expense |  | $ | 620 |  |  | $ | 552 |  |
(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, including both RSU and stock option grants to employees during prior fiscal years. The RSUs issued and outstanding totaled 367,795 and 140,404 at December 31, 2023 and 2022, respectively. During the three months ended December 31, 2023, 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. The RSUs granted during the three months ended December 31, 2023, were valued as follows using the Monte Carlo Method, and will be amortized over the 3-year measurement period. (b) Equity grants of RSUs were made in accordance with DLH compensation policy for non-employee directors and a total of 61,525 and 53,510 restricted stock units were issued and outstanding at December 31, 2023 and 2022, respectively. These grants have service-based vesting criteria and vest at the end of this fiscal year. Unrecognized stock-based compensation expense is presented in the table below for the three months ended December 31, 2023 and 2022 as follows (in thousands):
|  | 2023 |  | 2022 |
Unrecognized expense for DLH employees (a) |  | $ | 7,983 |  |  | $ | 4,750 |  |
Unrecognized expense for non-employee directors |  | 539 |  |  | 538 |  |
Total unrecognized expense |  | $ | 8,522 |  |  | $ | 5,288 |  |
(a) On a weighted average basis, the unrecognized expense for the three months ended December 31, 2023 is expected to be recognized within the next 3.42 years.
Summary of Performance Vesting Critera |
|  |  |  |  |  | Volatility |
|  |  |  |  |  | 50% |
Grant Date | Performance Vesting Base | Performance Vesting Criteria |  | (Years) |  | 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 |  |
Notes: |  |  |  |  |  |  |
Results based on 100,000 simulations |  |  |  |  |
Schedule of Stock Option Activity | A summary of the Company's stock option awards is as follows:
|  |  |  |  |  | (in years) |  |  |
|  |  |  |  |  | Weighted |  |  |
|  |  |  | Weighted |  | Average |  | (in thousands) |
|  | (in thousands) |  | Average |  | Remaining |  | Aggregate |
|  | Number of |  | Exercise |  | Contractual |  | Intrinsic |
|  | Shares |  | Price |  | Term |  | Value |
Options outstanding, September 30, 2023 |  | 2,278 |  |  | $ | 8.40 |  |  | 5.80 |  | $ | 8,693 |  |
Granted |  | — |  |  | — |  |  | — |  |  | — |  |
Exercised |  | (220) |  |  | 2.29 |  |  | — |  |  | — |  |
Cancelled |  | (25) |  |  | 11.66 |  |  | — |  |  | — |  |
Options outstanding, December 31, 2023 |  | 2,033 |  |  | $ | 9.02 |  |  | 6.00 |  | $ | 13,803 |  |
Vested and exercisable, December 31, 2023 |  | 1,423 |  |  | $ | 7.18 |  |  | 4.80 |  | $ | 12,208 |  |
Schedule of Option Shares Outstanding, Vested and Expected to Vest | Stock option shares outstanding, vested and unvested balance as follows (in thousands):
|  |  | December 31, |  | September 30, |  |
|  |  | 2023 |  | 2023 |  |  |  |
Vested and exercisable |  |  | 1,423 |  |  | 1,608 |  |  |  |  |
Unvested (a) |  |  | 610 |  |  | 670 |  |  |  |  |
Options outstanding |  |  | 2,033 |  |  | 2,278 |  |  |  |  |
(a) Certain awards vest upon satisfaction of certain performance criteria.

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

X
- Definition Tabular disclosure of share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-1 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of number, weighted-average exercise price or conversion ratio, aggregate intrinsic value, and weighted-average remaining contractual term for outstanding and exercisable options that are fully vested and expected to vest. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAndExercisableTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration