Stock-based Compensation | Note 12. Stock-Based Compensation We grant various forms of stock-based compensation, including restricted stock, restricted stock units, stock options, stock appreciation rights, and performance-based restricted stock units under our Danimer Scientific, Inc. 2020 Long-Term Equity Incentive Plan (“2020 Incentive Plan”) and employee stock purchase plan instruments under our 2020 Employee Stock Purchase Plan (“2020 ESPP Plan”). We also have outstanding employee and director stock options that were issued prior to the Business Combination under legacy stock plans. The 2020 Incentive Plan provides for the grant of stock options, stock appreciation rights, and full value awards. Full value awards include restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. On September 30, 2024 and December 31, 2023, 8,005,154 shares and 4,823,519 shares, respectively, of our common stock remained authorized for issuance with respect to awards under the 2020 Incentive Plan. The 2020 ESPP Plan provides for the sale of our common stock to our employees through payroll withholding at a discount of 15 % from the lower of the closing price of our common stock on the first or last day of each biannual offering period. Up to 2,571,737 shares of our common stock were authorized to be issued under this plan, and we issued 250,549 shares during the nine months ended September 30, 2024 resulting in 515,767 shares issued since the inception of the plan. These share pool limits are subject to adjustment in the event of a stock split, stock dividend or other changes in our capitalization. The following table sets forth the allocation of our stock-based compensation expense. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Cost of revenue $ 3 $ 2 $ 10 $ 6 Selling, general and administrative 647 12,493 1,529 37,643 Research and development 94 1,829 370 5,284 Total stock-based compensation $ 744 $ 14,324 $ 1,909 $ 42,933 Service-based Restricted Stock and RSUs The following table summarizes our service-based restricted stock and RSU activity under our equity plan. Number of Shares Weighted Average Grant-Date Balance, December 31, 2023 271,550 $ 4.40 Granted 315,876 $ 1.49 Vested ( 34,364 ) $ 5.86 Balance, March 31, 2024 553,062 $ 1.82 Granted 8,242 $ 0.78 Vested ( 202,822 ) $ 0.77 Forfeited ( 27,000 ) Balance, June 30, 2024 331,482 $ 1.19 Granted 886,959 $ 0.58 Vested ( 54,000 ) $ 0.56 Forfeited ( 27,000 ) Balance, September 30, 2024 1,137,441 $ 0.76 We recognize the compensation expense for these shares on a straight-line basis from the grant date through the relevant vesting dates, which range from one to three years. We recognized $ 0.2 million and $ 4.7 million of expense related to these awards during the three months ended September 30, 2024 and 2023, respectively. We recognized $ 0.6 million and $ 9.2 million of expense related to these awards during the nine months ended September 30, 2024 and 2023, respectively. Market-based Restricted Stock During 2021, we granted 1,517,840 shares of restricted stock for which the restrictions lapse on successive thirds of the award on the first date the volume-weighted average price per share of our common stock equals or exceeds $ 24.20 for any 20 trading dates within 30-day trading periods beginning on December 29, 2021, 2022, and 2023, respectively. These awards were fully amortized at December 31, 2023. We recognized $ 4.6 million and $ 13.9 million of related expense during the three and nine months ended September 30, 2023. During 2023, we instituted a cash settlement feature for certain of these awards if the 2020 Incentive Plan does not have enough shares remaining to fulfill these awards at the time of vesting. As such, 754,818 of the 1,517,840 shares of market-based restricted stock are accounted for as liabilities that are marked to market each period. We maintained a liability of $ 0.3 million as a result of this feature as of September 30, 2024 and December 31, 2023. All of these shares remained outstanding at September 30, 2024. Performance-based Restricted Stock Units During 2021, we initiated a Performance-based RSU program. Under this program, each participant is awarded a number of units (“PRSU”s) that may vest based on our performance against one or more specified metrics, with 50 % to 100 % of these PRSUs vesting proportionally with achieved threshold and target attainment levels. We previously had certain PRSUs that contained a cash settlement feature and we accounted for these PRSUs as liabilities that are marked to market using the price of our common stock at the end of each reporting period with a life-to-date expense adjustment. These 824,698 outstanding cash-settleable PRSUs were forfeited during the nine months ending September 30, 2024 in association with the transition and retirement agreement of the Chief Executive Officer. As such, we relieved the previously-maintained $ 0.1 million long-term liability associated with these awards. For the three months ended September 30, 2024 and 2023, respectively, we recognized related compensation expense of $ 0.1 million and $ 0.3 million. For the nine months ended September 30, 2024 and 2023, respectively, we recognized related compensation expense of $ 0.2 million and less than $ 0.1 million. These expenses are included in selling, general and administrative expenses. We recognize expense on a straight-line basis between the dates of grant and the vesting dates, which we anticipate will be in March 2025, February 2026 and April 2027, for awards granted in 2022, 2023 and 2024, respectively. Our performance did not meet the required conditions for vesting for the PRSUs that were scheduled to vest in February 2024 and accordingly they expired unvested during the nine months ended September 30, 2024. We are currently assuming 100% attainment of our 2026 and 2025 metrics and 0% attainment of our 2024 metrics. All of the PRSUs granted in 2022, 2023 and 2024 remained outstanding at September 30, 2024. The following table summarizes pertinent facts related to PRSU grants, with threshold and target dollar and production capacity figures given in millions. Grant Date Grant-Date Fair Value # Share-Settleable PRSUs Metric Threshold Target 4/3/2024 $ 1.06 498,604 2026 PHA Revenue $ 135.0 $ 157.0 4/3/2024 $ 1.06 498,604 2026 Adjusted EBITDA $ 17.2 $ 22.3 2/28/2023 $ 2.58 38,759 2025 PHA Revenue $ 177.0 $ 202.0 2/28/2023 $ 2.58 38,760 2025 Adjusted EBITDA $ 36.0 $ 44.0 3/31/2022 $ 5.86 15,075 2024 PHA Revenue $ 151.0 $ 189.0 3/31/2022 $ 5.86 15,075 2024 Adjusted EBITDA $ 9.2 $ 13.8 3/31/2022 $ 5.86 20,101 2024 Neat PHA capacity (lbs.) 68.0 81.0 1,124,978 Stock Appreciation Rights On April 3, 2024, we awarded 1,732,854 stock appreciation rights (“SARs”). The weighted average grant price of these awards was $ 1.06 and the weighted average grant date fair value of these awards was $ 0.61 . These SARs vest ratably on April 3, 2025, April 3, 2026 and April 3, 2027. We recognized $ 0.2 million in expense for these awards during the nine months ended September 30, 2024. Stock Options The following table summarizes share-settled stock option activity under our equity plans. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2023 9,257,704 $ 11.27 5.38 $ - Forfeited ( 4,334 ) Balance, March 31, 2024 9,253,370 $ 11.27 5.13 $ - Forfeited ( 23,199 ) Balance, June 30, 2024 9,230,171 $ 11.28 4.87 $ - Forfeited ( 11,165 ) Balance, September 30, 2024 9,219,006 $ 11.28 4.62 $ - Exercisable 8,249,347 $ 12.16 4.31 $ - Vested and expected to vest 9,219,006 $ 11.28 4.62 $ - The aggregate intrinsic values are calculated as the difference between the exercise price of the indicated stock options and the fair value of our common stock on September 30, 2024. There were no stock options granted during the three or nine months ended September 30, 2024. We granted 204,254 share-settled options with a weighted average grant date fair value of $ 1.17 during the three months ended March 31, 2023. We also granted 1,050,000 stock options with a weighted average grant date fair value of $ 1.17 that contained a cash-settlement feature if adequate shares were not available to settle the award by the vesting dates. For the three and nine months ended September 30, 2024, we recognized expense of $ 0.2 million and $ 0.3 million, respectively for all outstanding cash-settleable stock options. For the nine months ended September 30, 2023, we recognized expense of $ 0.4 million for all cash-settleable stock options. We maintained long-term liabilities of $ 1.0 million and $ 0.1 million at September 30, 2024 and December 31, 2023, respectively, related to our outstanding cash-settleable stock options. At September 30, 2024, there was $ 3.5 million of unrecognized compensation cost related to unvested stock options and restricted shares granted under the 2020 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 0.9 years. |