Equity-Based Compensation | 12. EQUITY-BASED COMPENSATION In July 2021, prior to the IPO, the Company adopted the Zevia PBC 2021 Equity Incentive Plan (the “2021 Plan") under which the Company may grant options, stock appreciation rights, restricted stock units ("RSUs"), restricted stock awards, other equity-based awards and incentive bonuses to employees, officers, non-employee directors and other service providers of the Company and its affiliates. The number of shares available for issuance under the 2021 Plan is increased on January 1 of each year beginning in 2022 and ending with a final increase in 2031 in an amount equal to the lesser of: (i) 5 % of the total number of shares of Class A common stock outstanding on the preceding December 31, and (ii) a smaller number of shares determined by the Company's Board of Directors. In November 2021, the Company's Board of Directors approved an amendment to its equity-based compensation plans for a certain number of employees to allow immediate vesting upon retirement of all outstanding RSUs and stock options, and to extend the exercisability of outstanding stock options up to five years after retirement, if they meet certain conditions, including a resignation after the holder has reached 50 years of age with at least 10 years of service to the Company, so long as the holder provides advance notice to the Board of Directors. During the three months ended March 31, 2022, one employee retired from the Company and all outstanding awards and related stock compensation expense of $ 0.6 million was accelerated through his retirement date. As of March 31, 2023, the 2021 Plan provides for future grants and/or issuances of up to approximately 1.8 million shares of our common stock. Stock-based awards under our employee compensation plans are made with newly issued shares reserved for this purpose. Stock Options The Company uses a Black-Scholes valuation model to measure stock option expense as of each respective grant date. Generally, stock option grants vest ratably over four years, have a ten-year term, and have an exercise price equal to the fair market value as of the grant date. The fair value of stock options is amortized to expense over the vesting period. The fair value of stock option awards granted during the period was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: Three Months Ended March 31, 2023 2022 Stock price $ 3.00 $ 4.12 Exercise Price 3.00 4.12 Expected term (years) (1) 6.25 6.25 Expected volatility (2) 62.0 % 64.8 % Risk-Free interest rate (3) 3.4 % 2.2 % Dividend yield (4) 0.0 % 0.0 % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free interest rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as the Company has no plans to declare dividends in the foreseeable future. The weighted average grant date fair values for stock options granted for the three months ended March 31, 2023 and 2022 was $ 1.82 and $ 2.52 , respectively. The following is a summary of stock option activity for the three months ended March 31, 2023: Shares Weighted average exercise price Weighted average remaining life Intrinsic value (in thousands) Outstanding Balance as of January 1, 2023 2,769,754 $ 3.36 Granted 1,225,862 $ 3.00 Exercised ( 30,424 ) $ 0.77 Forfeited and expired ( 14,906 ) $ 9.71 Balance as of March 31, 2023 3,950,286 $ 3.24 8.5 $ 4,967 Exercisable at the end of the period 1,072,318 $ 1.81 5.7 $ 3,005 Vested and expected to vest 3,950,286 $ 3.24 8.5 $ 4,967 The total intrinsic values of stock options exercised during the three months ended March 31, 2023 was $ 0.1 million. As of March 31, 2023, total unrecognized compensation expense related to unvested stock options was $ 5.3 million , which is expected to be recognized over a weighted-average period of 3.4 years. Restricted Phantom Units and Restricted Stock Units In July 2021, the Company’ s Board of Directors approved an amendment to 2,422,644 restricted phantom units (the “Restricted Phantom Units ”) previously granted by Zevia LLC (the “Phantom Unit Amendment"). The Phantom Unit Amendment changed the settlement feature of all outstanding Restricted Phantom Units so that following vesting, each award of Restricted Phantom Units would be settled in shares of Class A common stock having a fair market value equal to (i) the number of Restricted Phantom Units subject to such award, multiplied by (ii) the difference between the fair market value of a share of Class A common stock and the grant date price per Restricted Phantom Unit. All other terms related to the Restricted Phantom Units remained unchanged. As a result of the Phantom Unit Amendment, the estimated fair value of the modified awards was $ 33.9 million and was recognized as an expense over the vesting period through January 2022 subsequent to the performance condition being met. In March 2021, the Company’s Board of Directors also approved an amendment to the RSUs granted in August 2020 (“ the RSU Amendment”). The RSU Amendment changed the vesting of such RSUs to occur as follows: (i) in the event of a change of control, the RSUs shall vest effective as of such change of control or (ii) in the event of an initial public offering as in the case of the IPO, the RSUs shall vest in equal monthly installments over a 36-month period following the termination of any lockup period and shall be subject to the participant’s continued employment through such vesting date. Additionally, settlement shall occur within 30 days following the vesting of the RSUs and the participant shall be entitled to receive one share of Class A common stock for each vested RSU. All other terms remained unchanged. As a result of the RSU Amendment, the estimated fair value of the modified awards was $ 48.9 million and are being recognized as expense over the vesting period subsequent to the performance condition being met. As of March 31, 2023 , the remaining service period of the awards is 22 months . The following is a summary of RSU activity for the three months ended March 31, 2023: Shares Weighted average grant date fair value Aggregate Intrinsic Value (in thousands) Balance unvested shares at January 1, 2023 2,560,590 $ 3.90 Granted 984,689 $ 3.00 Vested ( 294,976 ) $ 4.20 Forfeited ( 16,349 ) $ 3.16 Balance unvested at March 31, 2023 3,233,954 $ 3.60 12,451 Expected to vest at March 31, 2023 3,233,954 $ 3.60 12,451 As of March 31, 2023, total unrecognized compensation expense related to unvested RSUs was $ 10.6 million, which is expected to be recognized over a weighted-average period of 2.7 years. As of March 31, 2023, there were 651,874 of RSUs outstanding which vested in 2022 but are subjected to a deferred settlement provision over the next two years and therefore have not been released. As a result, these RSUs are not included in the rollforward above. |