Share-Based Compensation |
6 Months Ended |
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Jun. 30, 2026 | |
| Share-Based Compensation | |
| Share-Based Compensation | Note 9 — Share-Based Compensation Stock Options During the three months ended June 30, 2026, no option awards were granted and 4,628 option awards were forfeited. During the six months ended June 30, 2026, no option awards were granted and 4,628 option awards were forfeited. As of June 30, 2026, 3,006 option awards remained outstanding with a weighted average exercise price of $258.10. During the three months ended June 30, 2025, no option awards were granted and 3,481 option awards were forfeited. During the six months ended June 30, 2025, no option awards were granted and 4,200 option awards were forfeited. As of June 30, 2025, 19,254 option awards remained outstanding with a weighted average exercise price of $261.88. Restricted Stock Units During the three months ended June 30, 2026 and 2025, the Company granted 5,875 and 4,360 restricted stock units subject to time-based vesting conditions (“RSUs”) at a weighted average price of $6.45 and $20.80, respectively. During the six months ended June 30, 2026 and 2025, the Company granted 5,875 and 44,376 RSUs at a weighted average price of $6.45 and $63.20, respectively. The grant price for all RSU awards was based on the fair value of the Company’s Common Stock on the day immediately prior to the grant. RSUs granted in the first quarter of 2025 primarily vested of the award value on the date of grant, with the remaining restricted shares vesting in equal installments annually, while those granted in the second and third quarters of 2025 vest in equal installments annually on January 1 of each year beginning January 1, 2027. The Company recognized share-based compensation expense related to RSUs of $126 and $220 for the three-month periods ended June 30, 2026 and 2025, respectively, and $249 and $1,048 for the six-month periods ended June 30, 2026 and 2025, respectively under Share-based compensation expense on the Condensed Consolidated Statements of Operations. During the three-month period ended June 30, 2026, 1,063 unvested RSUs were forfeited, resulting in reversal of $4 of share-based compensation expense previously recognized on the Condensed Consolidated Statements of Operations. During the six-month period ended June 30, 2026, 1,063 unvested RSUs were forfeited, resulting in reversal of $4 of share-based compensation expense previously recognized on the Condensed Consolidated Statements of Operations. During the three-month periods ended June 30, 2026 and 2025, the Company’s non-employee directors earned $60 and $90, respectively, in compensation for their service on the board, which was paid in the form of RSUs. During the six-month periods ended June 30, 2026 and 2025, the Company’s non-employee directors earned $120 and $170, respectively, in compensation for their service on the board, which was paid in the form of RSUs. These grants are recognized as share-based compensation expense on the Condensed Consolidated Statements of Operations. During the three months ended June 30, 2025, the Company agreed to settle $113 of commissions owed to the Company’s sales force for second quarter performance in RSUs. These grants are recognized as Share-based compensation expense on the Condensed Consolidated Statement of Operations. Incentive Award Plan Reserve At our annual shareholders meeting held on June 12, 2026, our shareholders approved an amendment to the Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan (the “2023 Incentive Award Plan”) to increase the number of shares of Common Stock by 500,000, to a total of 661,012 shares of Common Stock issuable pursuant to the 2023 Incentive Award Plan. At our annual shareholders meeting held on June 4, 2025, our shareholders approved an amendment to the 2023 Incentive Award Plan to increase the number of shares of Common Stock by 85,000, to a total of 161,012 shares of Common Stock issuable pursuant to the 2023 Incentive Award Plan. Executive Officer Grants Effective July 16, 2026, the Company’s board of directors approved grants of RSUs and performance stock units (“PSUs”) to Asim Akram, the Company’s Chief Executive Officer and President, and Robert Nadolny, the Company’s Chief Financial Officer and Secretary. Pursuant to the grant to Mr. Akram, Mr. Akram received 20,841 RSUs and 83,364 PSUs at target. Pursuant to the grant to Mr. Nadolny, Mr. Nadolny received 17,935 RSUs and 23,774 PSUs at target. Pursuant to Mr. Akram and Mr. Nadolny’s respective employment agreements, each of Mr. Akram and Mr. Nadolny is entitled to an additional grant of RSUs and PSUs in January 2027. The first tranche of RSUs granted will vest, if at all, in four equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030. The first tranche of PSUs granted is subject to revenue achievement levels by the Company for the year ending December 31, 2029, which were set by the Company’s board of directors, for a performance period beginning on January 1, 2026 and ending on December 31, 2029. The PSUs vest, if at all, after the end of the performance period. The payout percentages are interpolated for performance between threshold achievement of $31,500 in annual revenue recognized resulting in 50% of the awards vesting and target of $45,000 in annual revenue recognized resulting in 100% of the awards vesting. To the extent the Company’s revenue exceeds the target performance level, the Company’s board of directors will consider additional compensation to be payable in such form and in such amounts, if any, as the Company’s board of directors may determine to be appropriate at that time. Effective July 16, 2026, the Company’s board of directors also finalized the grants of 17,440 PSUs at target to Mr. Akram and 5,000 PSUs at target to Mr. Nadolny for the 2025 tranche that Mr. Akram and Mr. Nadolny were each entitled to pursuant to each of their respective employment agreements. The Company’s board of directors determined that the performance metric and levels for this first half of the PSUs granted pursuant to Mr. Akram and Mr. Nadolny’s employment agreements are the same as the performance metric and levels disclosed above. Each of the foregoing grants was made pursuant to the 2023 Incentive Award Plan.
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