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Note 10 - Stock-based Compensation

3 Months Ended

Nov. 30, 2020

Share-based Payment Arrangement [Text Block]

10. STOCK-BASED COMPENSATION

The Company has three stock-based compensation plans under which stock options or other stock-based awards have been granted: the 2019 Plan, the Northern Technologies International Corporation Amended and Restated 2007 Stock Incentive Plan (the 2007 Plan) and the ESPP. The 2019 Plan replaced the 2007 Plan with respect to future grants; and, therefore, no further awards may be made under the 2007 Plan. The Compensation Committee of the Board of Directors and the Board of Directors administer these plans.

The 2019 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, stock unit awards, performance awards, and stock bonuses to eligible recipients to enable the Company and its subsidiaries to attract and retain qualified individuals through opportunities for equity participation in the Company and to reward those individuals who contribute to the achievement of the Company’s economic objectives. Subject to adjustment as provided in the 2019 Plan, up to a maximum of 800,000 shares of the Company’s common stock are issuable under the 2019 Plan. Options granted generally have a term of ten years and become exercisable over a one- or three- year period beginning on the one-year anniversary of the date of grant. Options are granted at per share exercise prices equal to the market value of the Company’s common stock on the date of grant. The Company issues new shares upon the exercise of options. As of November 30, 2020, options to purchase an aggregate of 720,644 shares of the Company’s common stock were outstanding under the 2019 Plan and 79,356 shares of the Company’s common stock remain available for grant under the 2019 Plan.

The maximum number of shares of common stock of the Company available for issuance under the ESPP is 200,000 shares, subject to adjustment as provided in the ESPP. The ESPP provides for six-month offering periods beginning on September 1 and March 1 of each year. The purchase price of the shares is 90% of the lower of the fair market value of common stock at the beginning or end of the offering period. This discount may not exceed the maximum discount rate permitted for plans of this type under Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP is compensatory for financial reporting purposes. As of November 30, 2020, 80,047 shares of common stock remained available for sale under the ESPP.

The Company granted options to purchase an aggregate of 419,874 and 300,770 shares of its common stock during the three months ended November 30, 2020 and 2019, respectively. The fair value of option grants is determined at date of grant using the Black-Scholes option pricing model with the assumptions listed below. The Company recognized compensation expense of $181,669 and $318,818 during the three months ended November 30, 2020 and 2019, respectively, related to the options that vested during such time period. As of November 30, 2020, the total compensation cost for non-vested options not yet recognized in the Company’s consolidated statements of operations was $1,149,172. Stock-based compensation expense of $482,505 is expected through the remainder of fiscal year 2021, and $333,334 is expected to be recognized during fiscal 2022, based on outstanding options as of November 30, 2020. Future option grants will impact the compensation expense recognized. Stock-based compensation expense is included in general and administrative expense on the consolidated statements of operations.

The fair value of each option grant is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions and results for the grants:

	November 30,
	2020			2019
Dividend yield		2.37	%		2.15	%
Expected volatility		45.6	%		45.1	%
Expected life of option (in years)		10			10
Average risk-free interest rate		0.28	%		1.57	%

The weighted average per share fair value of options granted during the three months ended November 30, 2020 and 2019 was $3.12 and $4.30, respectively. The weighted average remaining contractual life of the options outstanding as of November 30, 2020 and 2019 was 6.90 years and 6.78 years, respectively.

On November 6, 2020, the Board of Directors, upon recommendation of the Compensation Committee, approved the Northern Technologies International Corporation Amended and Restated 2019 Stock Incentive Plan (Amended 2019 Plan) subject to approval by the Company’s stockholders at its 2021 Annual Meeting of Stockholders scheduled to be held on January 15, 2021. The Amended 2019 Plan incorporates certain amendments to the 2019 Plan, including an increase in the number of shares of common stock available for issuance under the plan by an additional 800,000 shares and a new limit on overall non-employee director compensation of $200,000 per year or $250,000 in the case of a non-employee chairman, lead independent director, or non-employee director in the first year of service on the Board of Directors. This proposed limit on non-employee director compensation will be in lieu of the currently existing limit on the number of shares subject to awards granted to a non-employee director each year.