Long-Term Incentive Plan |
Note 12 – Long-Term Incentive Plan On March 17, 2021, the Company granted options to purchase a total of 5,784,000 shares of common stock to its officers and certain other members of its management team. The options were granted under the Company’s existing 2014 Incentive Stock Plan. The options have an exercise price of $19.00, with 375,000 options vesting immediately and the remaining portion vesting upon the achievement of certain equity market capitalization milestones, and revenue and EBITDA operational milestones. For the three months ended September 30, 2023, and 2022, the Company recorded non-cash stock-based compensation expense of $2,186,682 and $2,658,294, respectively, for options that vested or are probable to vest. For the nine months ended September 30, 2023, and 2022, the Company recorded non-cash stock-based compensation expense of $6,474,313 and $8,285,435, respectively, for options that vested or are probable to vest. These expenses are presented in the same financial statement line items in the Statements of Operations as the cash-based compensation expenses for the same employees. The fair value of option grants was calculated using a Monte Carlo simulation for the equity market capitalization tranches and the Black-Scholes-Merton option pricing method for the operational milestone tranches. As of September 30, 2023, we had $10,735,619 of total unrecognized stock-based compensation expense for the portion of options tied to equity market capitalization milestones and the portion of options tied to operational milestones that were considered probable of achievement, all of which will be recognized over a service period of up to three to four years. The probabilities of the milestone achievements are subject to catch-up adjustments in each instance where an equity market capitalization milestone is achieved or when an operational milestone becomes probable to be achieved or is achieved. Compensation costs could be reversed in subsequent periods if an awardee leaves the Company prior to the completion of the requisite service period for market capitalization milestone or performance award vesting of a performance award no longer determined to be probable. If such milestones are achieved earlier in their expected service periods, the remaining unrecognized compensation expense related to that particular milestone would be accelerated and recognized in full during the period where that achievement is affirmed by the Board of Directors. As of September 30, 2023, and going forward, should all of the operational milestones which are currently not yet deemed probable of achievement become probable of achievement or are achieved, then the Company could ultimately recognize up to an additional $34.1 million in non-cash stock-based compensation expense at such time. The unvested remaining equity market and operational milestones under the LTIP with their total related option grants and criteria achievement weightings of the options available for meeting a target are shown in the following table. Of the total 5,409,000 unvested options outstanding as of September 30, 2023, there are 2,704,500 options unvested for the achievement of Equity Market Capitalization targets, 1,893,150 unvested options for the achievement of annual revenue targets, and 811,350 unvested options for the achievement of annual EBITDA Margins Before Non-Cash Charges targets. | | | | Award Potential | Criteria Achievement Weighting | | 50% of Options Available | 35% of Options Available | 15% of Options Available | Options Available (Subject to Vesting) | Equity Market Capitalization Target | Last Twelve Months Revenue Target | Last Twelve Months EBITDA Target | | | | | | | | | 686,000 | $ 2,000,000,000 | $ 25,000,000 | 0.0% | 686,000 | 3,000,000,000 | 50,000,000 | 2.0% | 686,000 | 4,000,000,000 | 100,000,000 | 4.0% | 686,000 | 5,000,000,000 | 200,000,000 | 6.0% | 586,000 | 6,000,000,000 | 300,000,000 | 8.0% | 586,000 | 7,000,000,000 | 450,000,000 | 10.0% | 561,000 | 8,000,000,000 | 675,000,000 | 12.0% | 491,000 | 9,000,000,000 | 1,000,000,000 | 14.0% | 441,000 | 10,000,000,000 | 1,500,000,000 | 16.0% | 5,409,000 | | | |
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