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Share-Based Compensation | 9 Months Ended
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Mar. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Note 13. Share-based Compensation Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (the “2017 Plan”) As of March 31, 2024, there were 1,781,990 shares available under the 2017 Plan including shares that were forfeited under the prior plans for future issuance. Farmer Bros. Co. 2020 Inducement Incentive Award Plan (the “2020 Inducement Plan”) As of March 31, 2024, there were 182,919 shares available under the 2020 Inducement Plan. Non-qualified stock options with time-based vesting (“NQOs”) One-third of the total number of shares subject to each stock option vest ratably on each of the first three anniversaries of the grant date, contingent on continued employment, and subject to accelerated vesting in certain circumstances. There were no NQOs granted during the nine months ended March 31, 2024. The following table summarizes NQO activity for nine months ended March 31, 2024:
Outstanding NQOs: |  | Number of NQOs |  | Weighted Average Exercise Price ($) |  |  |  | Weighted Average Remaining Life (Years) |  | Aggregate Intrinsic Value ($ in thousands)
Outstanding at June 30, 2023 |  | 331,658 |  |  | 11.69 |  |  |  | 3.35 |  | $ | — |
Granted |  | — |  |  | — |  |  |  | — |  | — |
Exercised |  | — |  |  | — |  |  |  | — |  | — |
Cancelled/Forfeited |  | — |  |  | — |  |  |  | — |  | — |
Expired |  | (312,208) |  |  | 11.31 |  |  |  | — |  | — |
Outstanding at March 31, 2024 |  | 19,450 |  |  | 17.75 |  |  |  | 2.39 |  | $ | — |
Exercisable at March 31, 2024 |  | 19,450 |  |  | 17.75 |  |  |  | 2.39 |  | $ | — |
There were no NQOs exercised during nine months ended March 31, 2024 and 2023. At March 31, 2024 and June 30, 2023, all NQOs are vested resulting in no compensation cost. Total compensation expense for NQOs was $5 thousand and $0.1 million for the three and nine months ended March 31, 2023. Non-qualified stock options with performance-based and time-based vesting (“PNQs”) The following table summarizes PNQ activity for the nine months ended March 31, 2024:
Outstanding PNQs: |  | Number of PNQs |  | Weighted Average Exercise Price ($) |  |  |  | Weighted Average Remaining Life (Years) |  | Aggregate Intrinsic Value ($ in thousands)
Outstanding at June 30, 2023 |  | 991 |  |  | 32.85 |  |  |  | 0.36 |  | $ | — |
Granted |  | — |  |  | — |  |  |  | — |  | — |
Exercised |  | — |  |  | — |  |  |  | — |  | — |
Cancelled/Forfeited |  | — |  |  | — |  |  |  | — |  | — |
Expired |  | (991) |  |  | 32.85 |  |  |  | — |  | — |
Outstanding at March 31, 2024 |  | — |  |  | — |  |  |  | 0.00 |  | $ | — |
Exercisable at March 31, 2024 |  | — |  |  | — |  |  |  | 0.00 |  | $ | — |
There were no PNQs exercised during nine months ended March 31, 2024 and 2023. At March 31, 2024 and 2023, there was no PNQ compensation expense and no unrecognized PNQ compensation cost. Restricted Stock The following table summarizes restricted stock activity for the nine months ended March 31, 2024:
Outstanding and Nonvested Restricted Stock Awards: |  | Shares Awarded |  | Weighted Average Grant Date Fair Value ($) |  |  |  |
Outstanding and nonvested at June 30, 2023 |  | 882,554 |  |  | 6.14 |  |  |  |  |
Granted |  | 507,489 |  |  | 2.99 |  |  |  |  |
Vested/Released |  | (443,923) |  |  | 5.67 |  |  |  |  |
Cancelled/Forfeited |  | (306,086) |  |  | 6.61 |  |  |  |  |
Outstanding and nonvested at March 31, 2024 |  | 640,034 |  |  | 3.73 |  |  |  |  |
The weighted average grant date fair value of RSUs granted during the quarter ended March 31, 2024 and 2023 were $3.67 and $5.68, respectively. The total grant-date fair value of restricted stock granted during the nine months ended March 31, 2024 was $1.5 million. The total fair value of awards vested during the nine months ended March 31, 2024 and 2023 were $1.3 million and $1.6 million, respectively. At March 31, 2024 and June 30, 2023, there was $1.9 million and $3.6 million, respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at March 31, 2024 is expected to be recognized over the weighted average period of 2.0 years. Total compensation expense for restricted stock was $0.3 million and $0.5 million, respectively, in the three months ended March 31, 2024 and 2023. Total compensation expense for restricted stock was $1.4 million and $1.9 million, respectively, in the nine months ended March 31, 2024 and 2023. Performance-Based Restricted Stock Units (“PBRSUs”) The following table summarizes PBRSU activity for the nine months ended March 31, 2024:
Outstanding and Nonvested PBRSUs: |  | PBRSUs Awarded |  | Weighted Average Grant Date Fair Value ($) |  |  |  |
Outstanding and nonvested at June 30, 2023 |  | 549,291 |  |  | 5.92 |  |  |  |  |
Granted |  | 394,576 |  |  | 2.95 |  |  |  |  |
Vested/Released |  | (134,660) |  |  | 4.10 |  |  |  |  |
Cancelled/Forfeited |  | (414,631) |  |  | 6.51 |  |  |  |  |
Outstanding and nonvested at March 31, 2024 |  | 394,576 |  |  | 2.95 |  |  |  |  |
The weighted average grant date fair value of PBRSUs granted during the quarter ended March 31, 2024 and 2023 were $3.40 and $6.40, respectively. The total grant-date fair value of PBRSU granted during the nine months ended March 31, 2024 was $1.2 million. The total fair value of awards vested during the nine months ended March 31, 2024 and 2023 were $0.3 million and $3 thousand, respectively. At March 31, 2024 and June 30, 2023, there was $1.1 million and $1.7 million, respectively, of unrecognized PBRSU compensation cost. The unrecognized PBRSU compensation cost at March 31, 2024 is expected to be recognized over the weighted average period of 2.1 years. Total compensation expense for PBRSUs was $0.1 million and $0.1 million, respectively, for the three months ended March 31, 2024 and 2023. Total compensation expense for PBRSUs was $0.3 million and $0.5 million, respectively, for the nine months ended March 31, 2024 and 2023. Cash-Settled Restricted Stock Units (“CSRSUs”) CSRSUs vest in equal installments over a three-year period from the grant date, and are cash-settled upon vesting based on the closing share price of Common Stock on the vesting date. The CSRSUs are accounted for as liability awards, and compensation expense is measured at fair value on the date of grant and recognized on a straight-line basis over the vesting period net of forfeitures. Compensation expense is remeasured at each reporting date with a cumulative adjustment to compensation cost during the period based on changes in the closing share price of Common Stock. The following table summarizes CSRSU activity for the nine months ended March 31, 2024:
Outstanding and Nonvested CSRSUs: |  | CSRSUs Awarded |  | Weighted Average Grant Date Fair Value ($) |  |  |  |
Outstanding and nonvested at June 30, 2023 |  | 184,807 |  |  | 6.15 |  |  |  |  |
Granted |  | 556,000 |  |  | 2.42 |  |  |  |  |
Vested/Released |  | (63,934) |  |  | 6.25 |  |  |  |  |
Cancelled/Forfeited |  | (39,380) |  |  | 5.15 |  |  |  |  |
Outstanding and nonvested at March 31, 2024 |  | 637,493 |  |  | 2.93 |  |  |  |  |
There were no CRSUs granted during the quarter ended March 31, 2024. The weighted average grant date fair value of CRSUs granted during the quarter ended March 31, 2023 was $6.40. The total grant-date fair value of CRSU granted during the nine months ended March 31, 2024 was $1.3 million. The total fair value of awards vested during the nine months ended March 31, 2024 and 2023 was $0.2 million and $0.2 million, respectively. At March 31, 2024 and June 30, 2023, there was $1.7 million and $0.4 million, respectively, of unrecognized compensation cost related to CSRSU. The unrecognized compensation cost related to CSRSU at March 31, 2024 is expected to be recognized over the weighted average period of 2.5 years. Total compensation expense for CSRSUs was $0.2 million and $38 thousand, respectively for the three months ended March 31, 2024 and 2023. Total compensation expense for CSRSUs was $0.4 million and $0.2 million, respectively for the nine months ended March 31, 2024 and 2023.

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