Stock-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Equity Incentive Plans

In May 2012, the board of directors approved the 2012 Equity Incentive Plan (“2012 Plan”), which provides for the issuance of equity awards of up to a maximum of 440 shares of the Company’s common stock to employees, non-employee members of the board of directors, and consultants of the Company. During 2014, the 2012 Plan was amended to provide for the issuance of equity awards of up to 880 shares of the Company’s common stock. The awards can be issued in the form of incentive stock options, non-qualified stock options or restricted stock, and have expiration dates of 5 or 10 years after issuance, depending on whether the recipient already holds above 10% of the voting power of all classes of the Company’s shares. The exercise price will be based on the fair market value of the share on the date of issuance; vesting periods will be determined by the board of directors upon issuance of the equity award. Subsequent to the Company’s initial public offering, no additional equity awards were made under the 2012 Plan.

In November 2016, in connection with its initial public offering, the Company adopted the 2016 Omnibus Incentive Plan (“2016 Plan”) which provides for the issuance of equity awards of up to a maximum of 3,911 shares of the Company’s common stock to employees, non-employee members of the board of directors and consultants of the Company. Together the 2012 Plan and the 2016 Plan are referenced to as the “Plans”.

On April 3, 2020, the board of directors, upon recommendation of the compensation committee, adopted the Smart Sand, Inc. Amended and Restated 2016 Omnibus Incentive Plan (the “amended plan”), subject to approval by the Company’s stockholders. The amended plan increases the number of shares of common stock authorized for issuance by an additional 2,088 shares. If the stockholders approve the amended plan, the amended plan will become effective as of the date of stockholder approval. If the stockholders do not approve the amended plan, the 2016 Plan, as currently in effect, will remain in effect until it terminates in accordance with its terms.

During the three months ended March 31, 2020 and 2019, 0 and 10 shares of restricted stock were issued under the Plans, respectively. The grant date fair value per share of all the outstanding restricted stock was $2.44 - $19.00. The shares vest

over one to four years from their respective grant dates. For equity awards issued under the 2016 Plan, the grant date fair value was either the actual market price of the Company’s shares or an adjusted price using a Monte Carlo simulation for awards subject to the Company’s performance as compared to a defined peer group. For equity awards issued under the 2012 Plan, the grant date fair value was calculated based on a weighted analysis of (i) publicly-traded companies in a similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. The Company recognized, in operating expenses and cost of goods sold on the condensed consolidated income statements, $1,025 and $790 of compensation expense for the restricted stock during the three months ended March 31, 2020 and 2019, respectively. At March 31, 2020, the Company had unrecognized compensation expense of $6,573 related to granted but unvested stock awards, which is to be recognized as follows:


Remainder of 2020	$	2,823
2021	2,349
2022	885
2023	515
2024	—
Total	$	6,573

The following table summarizes restricted stock activity under the Plans from December 31, 2019 through March 31, 2020:


	Number of Shares	Weighted Average
Unvested, December 31, 2019	2,618	$	6.91
Granted	—	$	—
Vested	(140)	$	14.80
Forfeited	(26)	$	15.86
Unvested, March 31, 2020	2,452	$	4.97