Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation Plan

v3.22.4
Stock-Based Compensation Plan
12 Months Ended
Dec. 31, 2022
Stock-Based Compensation Plan [Abstract]  
Stock-Based Compensation Plan NOTE 13. STOCK-BASED COMPENSATION PLAN

Under the Company’s current 2015 Stock Incentive Plan (the “2015 Plan”), the Company’s Board of Directors (the “Board of Directors”) has flexibility to determine the type and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The 2015 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted units. The aggregate number of shares of common stock that may be granted through awards under the 2015 Plan to any employee in any calendar year may not exceed 500 shares. The 2015 Plan will continue in effect until December 2025 unless terminated sooner.  As of December 31, 2022, the number of shares authorized and reserved for issuance under the 2015 Plan is 8,142 shares, subject to automatic annual increase equal to 5% of the total number of shares of the Company’s outstanding common stock.

Options Granted:

During the year ended December 31, 2022, the Company issued stock options for an aggregate of 440 shares under the 2015 Plan to directors and employees of the Company. Of the 440 options, 355 vest and become exercisable over a period of three years, 75 vest in four equal consecutive quarterly tranches from the date of grant and the remaining 10 vest immediately. All of the issued stock options expire ten years from the date of the grant.

For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions:

2022

2021

2020

Number of options

430

10

500

1,098

Option vesting period

1 - 3 Years

Immediate

1 - 3 Years

1 - 5 Years

Grant price (per share)

$18.67 - $27.65

$21.83

$15.15 - $24.43

$9.99 - $16.93

Dividend yield

0.36% - 0.54%

0.46%

0.41% - 0.66%

0.59% - 1.00%

Expected volatility (a)

38.6% - 40.9%

39.4%

39.1% - 43.6%

40.9% - 44.2%

Risk-free interest rate

1.46% - 3.38%

1.66%

0.50% - 1.02%

0.41% - 0.65%

Expected life (years) (b)

5.31 - 6.01

5.50

5.31 - 6.00

5.31 - 6.50

Weighted average fair value (per share)

$7.82 - $10.41

$8.03

$5.88 - $9.23

$3.72 - $6.89

(a)Expected volatility is based upon the Company’s historical volatility.

(b)The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient.

Using these assumptions, the fair value of the stock options granted during the years ended December 31, 2022, 2021, and 2020 was $3,661, $3,239, and $5,310, respectively, which will be amortized as stock-based compensation expense over the vesting period of the options.

Stock Award Granted:

On September 14, 2020, the Company issued and granted to the Executive Chairman a stock award of 244 shares under the 2015 Plan, which vested immediately. The fair value of the stock award was calculated as of the date of grant using the closing market price. The grant date fair value of the stock award granted during the year ended December 31, 2020 was $3,314, which was immediately recognized to selling, general and administrative expenses.

Market Condition Restricted Shares Granted:

On March 4, 2022, the Company issued and granted to the Executive Chairman and certain employees restricted stock awards of 700 restricted shares under the 2015 Plan, of which 700 restricted shares will vest if, on or before March 4, 2032, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $50.00 per share for twenty consecutive trading days. For computing the fair value of the restricted shares with a market condition, the fair value of the restricted stock award grant has

been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below.

On May 28, 2021, the Company issued and granted to the Executive Chairman a restricted stock award of 500 restricted shares under the 2015 Plan, of which 500 restricted shares will vest if, on or before May 28, 2024, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $35.00 per share for twenty consecutive trading days. For computing the fair value of the restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below.

On August 27, 2020, the Company issued and granted to an employee a restricted stock award of 100 restricted shares under the 2015 Plan, of which 100 restricted shares will vest if, on or before August 27, 2023, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $15.00 per share for twenty consecutive trading days. For computing the fair value of the 100 restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. During the year ended December 31, 2021, the market-based condition was met and the restricted shares became fully vested.

March 4, 2022

May 28, 2021

August 27, 2020

Number issued

700

500

100

Vesting period

$50.00 stock price target

$35.00 stock price target

$15.00 stock price target

Grant price (per share)

$21.83

$23.69

$12.72

Dividend yield

0.46%

0.42%

0.79%

Expected volatility

41.0%

42.3%

41.1%

Risk-free interest rate

1.74%

0.30%

0.19%

Expected term (years)

4.15

1.05

0.52

Weighted average fair value (per share)

$15.37

$14.46

$9.91

Using these assumptions, the fair value of the market condition restricted stock awards granted on March 4, 2022, May 28, 2021, and August 27, 2020 were approximately $10,761, $7,230, and $991, respectively.

The total non-cash stock compensation expense related to stock options and restricted stock awards recorded by the Company was as follows:

Year Ended December 31,

2022

2021

2020

Restricted stock awards

$

6,122

$

5,241

$

1,488

Stock options

5,239

4,236

1,989

Stock awards

-

-

3,314

Total

$

11,361

$

9,477

$

6,791

For the years ended December 31, 2022, 2021, and 2020, stock-based compensation costs were classified as selling, general and administrative expense. A summary of changes in outstanding options and restricted stock awards during the year ended December 31, 2022 is as follows:

Options

Weighted Average Exercise Price

Aggregate Intrinsic Value

Restricted Stock Awards

Outstanding at December 31, 2021

4,141

$

10.27

$

72,265

1,000

Granted

440

8.32

700

Exercised or vested

(307)

8.85

(154)

Expired

-

-

-

Cancelled

-

-

-

Forfeited

(28)

-

-

Outstanding at December 31, 2022

4,246

$

11.46

$

-

1,546

Options exercisable at December 31, 2022

3,364

9.98

$

-

The following table summarizes the exercise price range, weighted average exercise price, and remaining contractual lives by significant ranges for options outstanding and exercisable as of December 31, 2022:

Remaining Life In Years

Weighted Average

Exercise Price Range

Outstanding

Exercisable

Outstanding

Exercisable

Exercise Price

$4.38 - $18.29

3,721

3,119

5.3

5.3

$

9.01

$18.29 - $27.65

525

245

9.1

9.1

$

22.30

4,246

3,364

6.8

6.8

$

9.98

The intrinsic value of options exercised was $4,381, $3,425, and $2,006 during the years ended December 31, 2022, 2021, and 2020, respectively. The intrinsic value of restricted stock awards vested was $3,336, $1,623, and $0 during the years ended December 31, 2022, 2021, and 2020, respectively. Total fair value of options vested during the years ended December 31, 2022, 2021, and 2020 was $5,361, $3,227, and $1,722, respectively. Total fair value of restricted stock awards vested during the years ended December 31, 2022, 2021, and 2020 was $1,157, $991, and $0, respectively.

The fair value of unvested restricted stock awards is determined based on the market price of our shares of common stock on the grant date or using the Monte-Carlo pricing model. As of December 31, 2022, there were 882 unvested stock options and unrecognized compensation cost of $4,505 related to unvested stock options, as well as 1,546 unvested restricted stock awards and unrecognized compensation cost of $9,058 related to unvested restricted stock awards. Unrecognized compensation cost of unvested stock options and restricted stock awards are expected to be recognized over the weighted average period of 1.5 years and 3.2 years, respectively.