Stock-Based Compensation Plans |
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| Stock-Based Compensation Plans | 17. Stock-Based Compensation Plans The following table summarizes the stock-based compensation (“SBC”) that has been included in the following line items within the condensed consolidated statements of operations during:
The following table summarizes stock option, restricted stock unit (“RSU”) and performance stock unit (“PSU”) activities for the six months ended June 30, 2026:
RSUs During the six months ended June 30, 2026, the Company granted a total of 244,585 RSUs to non-executive employees with an aggregate grant date fair value of $1.8 million and weighted-average grant date fair value of $7.49 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years. In December 2025, in conjunction with the amended and restated employment agreement with Matthew D. Wagner, the Company granted Mr. Wagner 465,000 RSUs with a vesting period through November 15, 2028 and an effective date of January 1, 2026 to coincide with his appointment as the Company’s Chief Executive Officer and member of the Board. Also, in December 2025, Brent Moody was appointed as Chairman of the Board effective January 1, 2026 and the Company granted Mr. Moody RSUs with an aggregate grant date fair value of $550,000 with a vesting period of one year and an effective date of January 1, 2026. Although the effective date of Mr. Wagner’s and Mr. Moody’s RSU grants was January 1, 2026, these RSU grants met the criteria for a grant date for accounting purposes during December 2025. The 465,000 and 59,518 RSUs granted to Mr. Wagner and Mr. Moody, respectively, were recorded as if they were granted during the year ended December 31, 2025. In addition, on the date of the Company’s annual stockholders’ meeting in May 2026, in accordance with the Company’s non-employee director compensation policy, each of the seven non-employee directors received grants of 20,325 RSUs with an aggregate grant date fair value of $1.0 million and a weighted-average grant date fair value of $7.38 per RSU, which will be recognized, net of forfeitures, over a vesting period of one year. PSUs In January 2025, pursuant to Mr. Lemonis’ previous employment agreement effective January 1, 2025 (the “Lemonis First Employment Agreement”), the Company granted Mr. Lemonis an award of PSUs under the 2016 Plan with respect to 750,000 PSUs if earned at “target” levels of performance, which will be eligible to vest based on the achievement of specified stock price hurdles over what was originally a three year performance period ending on December 31, 2027. However, if the Lemonis Second Employment Agreement is not extended, pursuant to the PSU award agreement with Mr. Lemonis the end of the post-termination measurement period will be February 16, 2027 and any tranche that has not met its stock price target will be forfeited. The PSUs are comprised of four tranches of 187,500 PSUs with hurdles ranging from $32.50 per share to $47.50 per share in $5.00 per share increments. The achievement of the stock price hurdles is based on the average 30 consecutive trading day closing stock price of the Company’s Class A common stock. During the three months ended June 30, 2026, the Company granted PSUs to employees, including Mr. Kirn and Ms. Christen, with respect to an aggregate target number of 200,000 PSUs. The PSUs will be eligible to be earned based on an Adjusted EBITDA performance target for fiscal year 2026. In the event that actual performance exceeds or falls below target performance, the percentage of the earned PSUs will be adjusted upward or downward, as applicable, by an amount equal to 200% of the percentage by which actual performance exceeds or falls short of target performance; provided that in no event shall the number of PSUs eligible to vest for any year be less than the minimum (50% of the target number of PSUs for 110,000 of the target PSUs and 75% of the target number of PSUs for the remaining 90,000 of the target PSUs) or greater than the maximum (150% of the target number of PSUs). The earned PSUs will vest on the date on which the Compensation Committee certifies the Adjusted EBITDA achievement, which certification shall occur within (10) business days following the filing of the Company’s Annual Report on Form 10-K for fiscal year 2026 (“2026 PSU Vest Date”), subject to the employee’s continued employment or service through such date. The weighted-average grant date fair value of $6.92 per PSU will be recognized, net of forfeitures, through the 2026 PSU Vest Date based on an estimate of the probable outcome of the performance target. The probable outcome of the performance target is updated each reporting period through the final performance target resolution on the 2026 PSU Vest Date. Liability-Classified Share-Based Awards As discussed in Note 11 – Commitments and Contingencies and pursuant to the Lemonis Second Employment Agreement, Mr. Lemonis’ 2026 compensation included the 2026 Bonus of $2.3 million and the Lump-Sum Payment of $3.8 million, each of which could be settled in cash or shares of Class A common stock based on the closing stock price on the settlement date. Since the 2026 Bonus and the Lump-Sum Payment might be settled in cash or shares, were initially expected to be settled in shares, and a settlement in shares would result in a variable number of shares based on a fixed monetary amount, these payments were each recorded as liability-classified share-based awards (“Liability-Classified Awards”). The Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so all of the SBC expense relating to the Liability-Classified Awards was recognized by December 31, 2025, which was the date that Mr. Lemonis retired from the position of Chief Executive Officer and Chairman of the Board. As of December 31, 2025, the aggregate $6.0 million for the Liability-Classified Awards was recorded in other current liabilities in the condensed consolidated balance sheet and was not a component of stockholders’ equity. As further discussed in Note 11 – Commitments and Contingencies and pursuant to the May 18, 2026 amendment to the Lemonis Second Employment Agreement, the Company settled each of the 2026 Bonus and Lump-Sum Payment in May 2026. The 2026 Bonus was settled with the issuance of 319,602 shares of Class A common stock, less 125,763 shares withheld to cover Mr. Lemonis’ associated tax withholding obligations. The Lump-Sum Payment was settled with a cash payment of $3.8 million. For the three and six months ended June 30, 2026, the amount recorded to components of stockholders’ equity related to SBC expense exceeded the SBC expense recorded in the condensed statements of operations by $2.3 million, reflecting the 2026 Bonus settled in shares of Class A common stock in May 2026 for which the SBC expense had been recognized during the three months ended December 31, 2025. |
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