Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.24.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

11. STOCK-BASED COMPENSATION

 

Incentive Plan

 

At the Company's 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), Company stockholders approved the Company's Amended and Restated Omnibus Incentive Plan (as may be amended or restated from time to time, the “Incentive Plan”), as further described in the Company's Definitive Proxy Statement for the 2022 Annual Meeting, filed with the SEC on April 29, 2022.

The Incentive Plan permits the Company to deliver up to 3,115,327 shares of Class A Common Stock pursuant to awards issued under the Incentive Plan. The number of shares of Class A Common Stock reserved for issuance under the Incentive Plan will automatically increase on January 1 of each fiscal year until and including January 1, 2031 by an amount equal to the lesser of (i) 5% of the total number of shares of all classes of the Company's voting stock outstanding on December 31st of the immediately preceding fiscal year and (ii) such smaller number of shares of Class A Common Stock as determined by the Compensation Committee of the Board of Directors.

Stock-based compensation of $22,896 and $19,603 was recognized during the twelve months ended December 31, 2023 and 2022, respectively.

 

Summary of Stock Option Activity

No stock options were granted during the twelve months ended December 31, 2023. The weighted average grant date fair value of options granted during the twelve months ended December 31, 2022 was $2.10. The grant date fair values for the year ended December 31, 2022 were calculated using a Monte Carlo simulation model which utilized estimates of future stock price volatility, expected term, expected forfeitures and risk-free interest rate. Assumptions used for the options granted during the twelve months ended December 31, 2022 are as follows:

 

Twelve Months Ended December 31, 2022

Expected Volatility

 

81

%

 

Expected Dividend

 

 

 

Expected Term in Years

 

5.00

 

 

Expected Forfeitures

 

0

%

 

Risk Free Interest Rate

 

0.99

%

 

 

The following table represents option activity since December 31, 2021:

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

Aggregate

 

 

 

Number

 

 

Price Per

 

 

Contractual

 

Intrinsic

 

 

 

of Options(1)

 

 

Option(1)

 

 

Term

 

Value

 

Options outstanding at December 31, 2021

 

 

1,248,618

 

 

$

24.00

 

 

7.6 Years

 

$

121,108

 

Options granted

 

 

196,728

 

 

 

28.30

 

 

 

 

 

 

Options exercised

 

 

(232,042

)

 

 

13.80

 

 

 

 

$

5,782

 

Options forfeited

 

 

(100,962

)

 

 

33.00

 

 

 

 

 

 

Options expired

 

 

(15,844

)

 

 

47.70

 

 

 

 

 

 

Options outstanding at December 31, 2022

 

 

1,096,498

 

 

$

25.66

 

 

6.6 Years

 

$

5,234

 

Options exercised

 

 

(151,278

)

 

 

35.93

 

 

 

 

$

1,878

 

Options forfeited

 

 

(84,054

)

 

 

39.35

 

 

 

 

 

 

Options expired

 

 

(16,132

)

 

 

25.94

 

 

 

 

 

 

Options outstanding at December 31, 2023

 

 

845,034

 

 

$

26.83

 

 

5.6 Years

 

$

32,628

 

Exercisable at December 31, 2023

 

 

751,981

 

 

 

23.52

 

 

5.6 Years

 

$

31,108

 

Unvested at December 31, 2023

 

 

93,053

 

 

$

53.58

 

 

 

 

 

 

 

(1)
Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details.

 

132,122 options vested during the twelve months ended December 31, 2023 with an aggregate intrinsic value of $324. Total compensation cost related to unvested options not yet recognized as of December 31, 2023 was $2,119 and will be recognized over a weighted average of 1.1 years.

 

Summary RSU and PSU Activity

 

RSUs entitle the holder to receive one share of Class A Common Stock for each unit when the units vest, and typically RSUs vest over periods ranging from one to four years. PSUs entitle the holder to receive a specific number of Class A Common Stock, some of which are dependent on the market performance of Class A Common Stock (“Market PSUs”) while others are based on Key Performance Indicators (“KPIs”). KPIs include, but are not limited to, adjusted revenue, Adjusted EBITDA and Total Customers as further described in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations”.

 

The KPI PSU performance conditions are assessed each reporting period and expense related to these PSUs is adjusted by a factor consistent with the expected performance as of the reporting date.

 

The grant date fair values for the Market PSUs issued during the twelve months ended December 31, 2023 and 2022 were calculated using a Monte Carlo simulation model which utilized estimates of future stock price volatility, expected term and risk-free interest rate. Assumptions used for the Market PSUs granted during the twelve months ended December 31, 2023 are as follows:

 

 

Twelve Months Ended December 31,

 

 

2023

 

 

2022

 

Expected Volatility

 

83

%

 

53% - 80%

 

Expected Dividend

 

 

 

 

 

Expected Term in Years

 

3.00

 

 

3.30 - 4.00

 

Risk Free Interest Rate

 

4.72

%

 

2.10% - 4.50%

 

 

The following table represents RSU and PSU activity since December 31, 2021:

 

 

Market PSUs

 

 

KPI PSUs

 

 

RSUs

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average Grant

 

 

 

 

 

Average Grant

 

 

 

 

 

Average Grant

 

 

 

 

 

 

Date Fair

 

 

 

 

 

Date Fair

 

 

 

 

 

Date Fair

 

 

 

 

 

 

Value

 

 

 

 

 

Value

 

 

 

 

 

Value

 

 

 

Units(1)

 

 

Per Unit(1)

 

 

Units(1)

 

 

Per Unit(1)

 

 

Units(1)

 

 

Per Unit(1)

 

Units outstanding at December 31, 2021

 

 

 

 

$

 

 

 

 

 

$

 

 

 

20,908

 

 

$

179.00

 

Units granted

 

 

334,001

 

 

 

26.10

 

 

 

89,064

 

 

 

59.00

 

 

 

714,704

 

 

 

53.00

 

Units forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(70,788

)

 

 

57.00

 

Units vested

 

 

 

 

 

 

 

 

(1,493

)

 

 

33.00

 

 

 

(80,905

)

 

 

83.00

 

Units outstanding at December 31, 2022

 

 

334,001

 

 

$

26.10

 

 

 

87,571

 

 

$

59.00

 

 

 

583,919

 

 

$

52.51

 

Units granted

 

 

300,000

 

 

 

9.73

 

 

 

173,599

 

 

 

17.03

 

 

 

713,113

 

 

 

20.90

 

Units forfeited

 

 

(308,614

)

 

 

22.62

 

 

 

(25,336

)

 

 

70.56

 

 

 

(130,939

)

 

 

39.77

 

Units vested

 

 

(26,493

)

 

 

15.99

 

 

 

(41,942

)

 

 

48.79

 

 

 

(343,359

)

 

 

42.57

 

Units outstanding at December 31, 2023

 

 

298,894

 

 

$

14.16

 

 

 

193,892

 

 

$

22.12

 

 

 

822,734

 

 

$

31.58

 

 

(1)
Prior period results have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details.

 

Total compensation cost related to unvested RSUs and PSUs not yet recognized as of December 31, 2023 was $25,689 and will be recognized over a weighted average of 1.7 years.