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STOCK-BASED COMPENSATION | 6 Months Ended
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Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Incentive Compensation Plan The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020 and May 17, 2022 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP. The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On May 17, 2022, the Company’s stockholders at the 2022 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 250,000 shares. As of June 30, 2025, there were 50,524 shares of the Company’s common stock available for future issuance under the ISAP. All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan. For the six months ended June 30, 2025, the Company granted 48,688 restricted stock units subject to performance vesting conditions for the year ended December 31, 2025. For the six months ended June 30, 2024, the Company granted 47,647 restricted stock units subject to performance vesting conditions for the year ended December 31, 2024, and granted 12,540 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions. A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the six months ended June 30, 2025 was as follows:
Vesting conditions |  |  |  |  |  | Number of Restricted Stock Units Granted |  |
Performance and service conditions - Type 1 (1) (2) |  |  |  |  |  | 13,296 |  |  |
Performance and service conditions - Type 2 (1) (2) |  |  |  |  |  | 35,392 |  |  |
Total shares of stock award granted |  |  |  |  |  | 48,688 |  |  |
(1)The performance conditions with respect to restricted stock units may be satisfied as follows: (a)For grants to Corporate office employees subject to 2024 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”. (2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows: (a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date; (b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and (c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date. The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the six months ended June 30, 2025, the Company granted 7,868 restricted stock units to its non-employee directors pursuant to the Director Plan. As of June 30, 2025, 244,063 restricted stock units are deferred under the Company’s ISAP. For the three and six months ended June 30, 2025 and 2024, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Restricted stock units |  | 243 |  |  | 86 |  |  | 629 |  |  | 464 |
Restricted stock units-cash settled liabilities |  | — |  |  | 101 |  |  | — |  |  | 101 |
Total |  | $ | 243 |  |  | $ | 187 |  |  | $ | 629 |  |  | $ | 565 |
Restricted Stock Units As of June 30, 2025, the Company had $1,119 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 0.8 years. Restricted stock units have no voting or dividend rights until the awards are vested. Changes in the Company’s restricted stock units for the six months ended June 30, 2025 and 2024 were as follows:
| Six Months Ended June 30, 2025 |  |  |  |
| Performance-based |  | Time-based/Director |  | Total |  |
| Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  |  |  |
Unvested restricted stock units at January 1, 2025 | 55,591 |  |  | $ | 17.58 |  |  | 128,474 |  |  | $ | 14.96 |  |  | 184,065 |  |  | $ | 15.75 |  |  |  |  |
Granted | 48,688 |  |  | $ | 13.15 |  |  | 7,868 |  |  | $ | 10.04 |  |  | 56,556 |  |  | $ | 12.72 |  |  |  |  |
Vested | (7,280) |  |  | $ | 35.57 |  |  | (11,522) |  |  | $ | 12.46 |  |  | (18,802) |  |  | $ | 21.41 |  |  |  |  |
Forfeited | (48,311) |  |  | $ | 14.87 |  |  | (3,264) |  |  | $ | 20.97 |  |  | (51,575) |  |  | $ | 15.26 |  |  |  |  |
Unvested restricted stock units at June 30, 2025 | 48,688 |  |  | $ | 13.15 |  |  | 121,556 |  |  | $ | 14.72 |  |  | 170,244 |  |  | $ | 14.27 |  |  |  |  |
(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.
| Six Months Ended June 30, 2024 |  |  |  |
| Performance-based |  | Time-based/Director |  | Total |  |
| Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  |  |  |
Unvested restricted stock units at January 1, 2024 | 95,264 |  |  | $ | 23.49 |  |  | 80,422 |  |  | $ | 16.50 |  |  | 175,686 |  |  | $ | 20.29 |  |  |  |  |
Granted | 47,647 |  |  | $ | 14.51 |  |  | 17,212 |  |  | $ | 16.07 |  |  | 64,859 |  |  | $ | 14.93 |  |  |  |  |
Vested | (56,263) |  |  | $ | 21.69 |  |  | (10,835) |  |  | $ | 18.49 |  |  | (67,098) |  |  | $ | 21.17 |  |  |  |  |
Forfeited | (28,841) |  |  | $ | 22.27 |  |  | (340) |  |  | $ | 17.72 |  |  | (29,181) |  |  | $ | 22.22 |  |  |  |  |
Unvested restricted stock units at June 30, 2024 | 57,807 |  |  | $ | 18.45 |  |  | 86,459 |  |  | $ | 16.16 |  |  | 144,266 |  |  | $ | 17.08 |  |  |  |  |
(a) The number of shares earned above target are based on the performance target established by th

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