v3.26.1
Stock-based compensation
6 Months Ended
Jun. 30, 2026
Stock-based compensation  
Stock-based compensation

Note 17. Stock-based compensation

The Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan provided the Company the ability to grant monetary payments based on the value of its common stock, up to 2,000,000 shares.

On April 20, 2021, shareholders of the Company approved an amendment to the 2019 Omnibus Incentive Plan increasing the number of shares of common stock authorized for issuance by 2,500,000 shares.

The total number of shares of the Company’s common stock still available for issuance under the 2019 Omnibus Incentive Plan as of June 30, 2026 is 1,246,827.

The Company recognizes stock-based compensation using the fair value provisions prescribed by ASC 718, Compensation – Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the stock-based instrument at the time of grant and are recognized as expense over the vesting period of the stock-based instrument. Our stock-based compensation consists of stock options, restricted stock units (RSUs) and performance stock units (PSUs). For all types of units, fair value is equivalent to the adjusted closing stock price at the date of the grant.

Cancellations and forfeitures are accounted for as incurred.

Stock-based compensation expense was $1,507 and $1,007 for the three months ended June 30, 2026 and 2025, respectively, and $2,302 and $2,108 for the six months ended June 30, 2026 and 2025, respectively. The Company reports stock-based compensation within bonuses and deferred compensation in the Condensed Consolidated Statements of Comprehensive Income (Loss).

There were no stock options granted by the Company to employees during the three and six months ended June 30, 2026 and 2025. Stock option grants expire 10 years subsequent to the grant date. Stock-based compensation expense related to stock options is calculated by estimating the fair value of non-qualified stock options at the time of grant and is amortized over the stock options’ vesting period. All stock options have been fully vested as of June 30, 2026. There were 7,414 stock options exercised during the six months ended June 30, 2026. As of June 30, 2026, 328,300 stock options remained outstanding with a weighted average strike price of $14.44 and a weighted average contractual life of 5.85 years.

The Company granted 39,912 and 58,795 RSUs, during the three months ended June 30, 2026 and 2025, respectively. The Company granted 308,108 and 323,137 RSUs, during the six months ended June 30, 2026 and 2025, respectively. The RSUs granted to employees vest ratably over a three-year period beginning the year subsequent to the grant date. Director awards vest one year subsequent to the grant date.

No PSUs were granted by the Company to employees during the three months ended June 30, 2026 and 2025. The Company granted 185,127 and 169,062 PSUs during the six months ended June 30, 2026 and 2025, respectively. PSUs are earned based on the achievement of pre-determined financial performance goals at the end of a three-year performance measurement period.

The performance goals for the PSUs granted in 2026 are weighted 50% on the three-year average of the Company’s Relative Total Shareholder Return and 50% on the Company’s adjusted EBITDA target. Relative Total Shareholder Return represents the percentage change in the value of a company’s stock over a performance period, including both stock price appreciation and the reinvestment of dividends, compared to a selected peer group or index. Adjusted EBITDA represents net income before interest expense, provision for income taxes, depreciation, amortization and adjusted for items to be determined unusual in nature or infrequent in occurrence for the performance period, as approved by the Compensation Committee. The number of earned PSUs can range from 50% (threshold) to 200% (maximum) of the target award, with no PSUs earned for performance below the threshold level.

The performance goals for the PSUs granted in 2025 are weighted 50% on the three-year average of the Company’s Return on Invested Capital (ROIC) and 50% on the Company’s adjusted EBITDA target. ROIC represents net operating profit after taxes divided by invested capital. The number of earned PSUs can range from 50% (threshold) to 200% (maximum) of the target award, with no PSUs earned for performance below the threshold level.