v3.25.2
Stock Based Compensation
6 Months Ended
Jun. 30, 2025
Stock Based Compensation  
Stock Based Compensation

11. Stock-Based Compensation

The Company may grant qualified and non-qualified stock options, common stock, PSUs, RSUs, and other stock-based awards under various plans to directors, officers, employees, and other individuals. Stock options are granted at exercise prices of not less than the fair market value of the Company’s common stock on the date of grant. Additionally, the Company has an ESPP that allows employees to purchase Company shares at a purchase price equal to 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the purchase period or on the last day of the purchase period. The ESPP includes a rollover mechanism for the purchase price if the fair market value of the Company’s common stock on the purchase date is less than the fair market value of the Company’s common stock on the first trading day of the purchase period.

Stock Options and Other Benefit Plans

Stock Options

Stock options issued under the 2010 Plan generally vest monthly over three years for employees and one year for directors. Stock options held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest on the earlier of scheduled vest date or the date of retirement. In addition to stock options issued under the 2010 Plan, the Company also granted inducement stock options to the Company’s CEO and CIO in January 2023.

The activity for all stock options for the six months ended June 30, 2025 was as follows:

Weighted

    

Weighted

Average

Average

Aggregate

Exercise

Contractual 

Intrinsic

Number of

Price

Remaining Term

Value

shares

Per Share

(in years)

(in thousands)

Outstanding as of January 1, 2025

2,426,929

$

20.83

 

5.77

$

18,644

Granted

 

9,936

 

25.12

 

 

  

Exercised

 

(51,497)

 

4.03

 

 

  

Forfeited, expired or cancelled

(37,013)

 

75.20

 

 

  

Outstanding as of June 30, 2025

2,348,355

$

20.36

 

5.47

$

15,715

Exercisable as of June 30, 2025

2,089,804

$

19.91

 

5.20

$

14,839

The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024 was $1.0 million and $2.6 million, respectively. The intrinsic value is the difference between the fair value of the Company’s common stock at the time of exercise and the exercise price of the stock option.

The Company recorded $0.7 million and $1.6 million in stock-based compensation expense related to stock options during the three and six months ended June 30, 2025, respectively. As of June 30, 2025, $3.2 million of total unrecognized compensation expense related to stock options was expected to be recognized over a weighted-average period of 1.4 years.

Performance Stock Unit Awards

Since May 2023, the Company has granted employees 733,600 PSUs under the 2010 Plan.

The PSUs are subject to market-based vesting conditions and the number of PSUs vested will be based on the stock price of the Company’s common stock as compared to four stock price hurdles over a three-year period from the initial May 2023 grant date (the “performance period”). A stock price hurdle is considered attained when, at any time during the performance period, the Company’s volume-weighted-average stock price equals or exceeds the hurdle stock price value for 30 consecutive calendar days. Upon attainment of a stock price hurdle, one-third of the earned PSUs will vest immediately upon achievement, one-third will vest upon the two-year anniversary of May 18, 2023 and one-third will vest on the three-year anniversary of May 18, 2023. If no stock price hurdle is attained during the performance period, then no PSUs will vest.

In connection with Mr. Hughes’ appointment to full-time Chief Executive Officer in January 2024, the Company granted Mr. Hughes 275,000 PSUs under the 2010 Plan with generally the same terms as the May 2023 PSU grants. In April 2024, the Company granted certain employees an aggregate of 10,000 PSUs under the 2010 Plan with generally the same terms as the May 2023 PSU grants. There were no PSUs granted in the three or six months ended June 30, 2025.

Fair Value Assumptions of Performance Stock Unit Awards

The fair value of the PSUs granted was estimated based on a Monte Carlo valuation model which incorporates into the valuation the possibility that the stock price hurdles may not be satisfied.

The grant date fair values of the PSUs granted in January 2024 and April 2024 were estimated as follows:

Derived

Hurdle Price

Number of

Fair Value

Service Period

Per PSU

PSUs

Per Share

(in years)

$

30.00

165,900

 

$

18.42-19.71

0.46-0.74

$

35.00

55,290

 

$

17.24-17.67

0.66-0.96

$

40.00

34,029

 

$

15.85-16.14

0.82-1.15

$

45.00

29,781

$

14.20-15.13

0.95-1.31

285,000

 

The Company estimates that it will recognize total stock-based compensation expense of approximately $11.9 million in aggregate for the PSUs granted since May 2023 using the graded expense attribution method over the requisite service period of each tranche. If the stock price hurdles are met sooner than the requisite service period, the stock-based compensation expense for the respective stock price hurdle will be accelerated. Stock-based compensation expense will be recognized over the requisite service period if the grantees continue to provide service to the Company regardless of whether the PSU stock price hurdles are achieved.

The activity for all PSUs for the six months ended June 30, 2025 was as follows:

Weighted

Average

Grant Date

Number of

Fair Value

Unvested PSUs

Per Share

Unvested balance as of January 1, 2025

597,117

$

16.03

Granted

 

 

Vested

 

(136,480)

 

17.23

Forfeited

 

Unvested balance as of June 30, 2025

460,637

$

15.68

The Company recorded $0.7 million and $1.7 million in stock-based compensation expense related to the PSUs during the three and six months ended June 30, 2025, respectively. As of June 30, 2025, there was $1.3 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees with a weighted-average remaining recognition period of 0.9 years.

Restricted Stock Unit Awards

In May 2025, the Company granted the non-employee directors of the Board an aggregate of 29,855 RSUs under the 2010 Plan. RSUs are equity awards that entitle the holder to receive freely tradeable shares of the Company’s common stock upon vesting. The RSUs vest in full on the one-year anniversary of the grant date. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date.

Weighted

Average

Grant Date

Number of

Fair Value

Unvested RSUs

Per Share

Unvested balance as of January 1, 2025

15,175

$

24.71

Granted

 

29,855

 

25.12

Vested

 

(15,175)

 

24.71

Forfeited

 

Unvested balance as of June 30, 2025

29,855

$

25.12

The Company recorded $0.1 million and $0.2 million in stock-based compensation expense related to the RSUs during the three and six months ended June 30, 2025, respectively. As of June 30, 2025, there was $0.7 million

unrecognized stock-based compensation expense related to the outstanding RSUs granted to non-employee directors with a weighted-average remaining recognition period of 0.9 years.

Stock-based Compensation Expense

All stock-based compensation expense is recorded in G&A expenses. The following table shows total stock-based compensation expense for stock options, PSUs, RSUs, and ESPP in the condensed consolidated statements of operations (in thousands):

Three Months Ended June 30, 

       

Six Months Ended June 30, 

2025

2024

2025

2024

Total stock-based compensation expense

$

1,605

$

2,690

$

3,588

$

5,546