Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

v3.22.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation
NOTE 16 – Share-Based Compensation
In connection with Business Combinations, the Company adopted the 2021 Omnibus Incentive Plan (the “Plan”). The Company may grant restricted stock, RSUs, incentive and non-qualified stock options, stock appreciation rights, performance awards, stock awards and other stock-based awards to officers, directors, employees and consultants under the terms of the Plan. There are 11.3 million shares authorized under the plan as of March 31, 2022, and approximately 10.4 million shares remain available for future issuance as of March 31, 2022. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense.
Restricted Stock
On January 1, 2022, the Company granted a total of 41,028 RSUs to non-employee directors with a 1 year vesting period. RSUs will be subject to forfeiture restrictions and cannot be sold, transferred, or disposed of during the restriction period.
In February 2022, the Company modified and accelerated the vesting of 158,583 unvested RSUs for certain employees and recognized $2.9 million of incremental share-based compensation expense related to these modifications.
For the three months ended March 31, 2022 and 2021, the Company recognized a total of $5.8 million and zero, respectively, of share-based compensation expense related to RSUs, including $2.9 million of incremental share-based compensation expense for the February 2022 modifications. At March 31, 2022, there was $8.5 million of unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of approximately 1.0 year.
The table below summarizes RSUs activity for the three months ended March 31, 2022:
Restricted Stock Units
Weighted-
Average Grant
Date
Fair Value
(per share)
Outstanding at December 31, 2021
851,020 $ 17.23
Granted 41,028  $ 17.85
Vested (1)
(145,191) $ 17.23
Forfeited (53,876) $ 17.23
Outstanding at March 31, 2022
692,981 $ 17.27
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(1) Vested RSUs include 42,016 units that were not converted into Class A Common Stock due to net share settlements to cover employee withholding taxes.
Series A Incentive Plan
Legacy Archaea adopted a Series A Incentive Plan in 2018 to provide economic incentives to select employees and other service providers in order to align their interests with equity holders of Legacy Archaea. Under the original terms of the awards, all unvested Series A units outstanding were vested upon Closing of Business Combinations.
For the three months ended March 31, 2021, Legacy Archaea recognized compensation expense of $32 thousand related to Series A units awards. As a result of the Business Combinations, the Series A Incentive Plan is no longer applicable to the Company.