|3 Months Ended|
Mar. 31, 2023
|Share-Based Payment Arrangement [Abstract]|
10. STOCK-BASED COMPENSATION
In 2013, the Company adopted the Berkshire Grey, Inc. 2013 Stock Option and Stock Purchase Plan (the “2013 Plan”) under which the Company may grant incentive stock options, nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, performance awards, or other awards that are convertible into or based on company stock. The maximum number of shares that may be issued under the Plan was 58,863,225 (as converted for the effect of the RAAC Merger).
On July 20, 2021, at a special general meeting of the shareholders of RAAC, the 2021 Stock Option and Incentive Plan for Berkshire Grey, Inc. (the “2021 Plan”) was approved reserving an initial limit of 19,887,747 of the Company’s Class A common stock for issuance under the 2021 Plan. All equity awards of Legacy Berkshire Grey that were issued under the 2013 Plan were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. Each stock option granted under the 2013 Plan was converted into an option to purchase the Company’s Class A common stock based on an exchange ratio of 5.87585. Following effective date of the 2021 Plan, no additional awards shall be issued under the 2013 Plan.
Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s condensed consolidated statements of operations as follows:
The Company did not issue grants during the three months ended March 31, 2023. The Company granted 609,300 stock options during the three months ended March 31, 2022.
The following table summarizes stock option activity under the 2021 Plan for the three months ended March 31, 2023:
As of March 31, 2023, 2,938,257 of the Options outstanding are subject to performance-based vesting criteria described below.
The total intrinsic value of options exercised in the three months ended March 31, 2023, was approximately $1.7 million.
The Company recognized approximately $0.8 million and $2.3 million in stock-based compensation expense related to stock options during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there was approximately $5.7 million of total unrecognized compensation cost related to non-vested stock options. The total unrecognized compensation cost will be adjusted for future forfeitures as they occur. As of March 31, 2023, the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 2.78 years.
10. STOCK-BASED COMPENSATION (cont.)
Restricted Stock Sold Through Issuance of Promissory Note
In conjunction with a Partial Recourse Promissory Note issued in October 2019 (See Note 8, "Related Party Transactions"), the Company also entered into a Restricted Stock Award Agreement with an executive officer (the “RSA Agreement”). Pursuant to the RSA Agreement, the Company granted 7,003,261 shares of common stock (the “Restricted Stock”) at a purchase price of $1.42 per share. The Restricted Stock was purchased by the executive officer with the proceeds from the Promissory Note. As the underlying Restricted Shares are not allocated to the recourse and non-recourse portions of the Promissory Note, the entire note was treated as non-recourse and the shares are treated as options for accounting purposes.
On February 23, 2021, the Company entered into a Stock Repurchase Agreement with the aforementioned executive officer. In the Stock Repurchase Agreement, the Company's Board of Directors authorized the repurchase of 1,023,825 vested shares of common stock from the executive officer which will repay, in full, all the outstanding principal and accrued interest under the Promissory Note. At the Closing Date, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired.
The RSA Agreement contains a Repurchase Option, which causes the shares to be classified as a liability. The Repurchase Option expires six months after the shares’ respective vesting date, at which point the shares will be reclassified as equity at the fair value on such date and no further compensation cost is recognized. A portion of the awards are subject to performance-based vesting conditions based primarily on financial performance of the Company and a portion are only subject to time and service-based vesting conditions over a four-year period. The Company will remeasure the fair value of the award using the exchange traded price of Class A common stock at each reporting period until settlement. The Company recognizes compensation cost over the requisite service period with an offsetting credit to a share-based liability.
The underlying shares of Restricted Stock are not considered outstanding until the vesting conditions have been achieved. As of March 31, 2023, 4,158,282 shares of Restricted Stock have vested, and none were forfeited.
The Company recognized approximately $1.3 million in stock-based compensation expense related to the Restricted Stock during the three months ended March 31, 2023 and a reduction of stock-based compensation of $6.2 million for the three months ended March 31,2022, as a result of a decline in the Company's stock price. The expense is presented in the Company’s condensed consolidated statements of operations as sales and marketing expense. As of March 31, 2023, there was approximately $1.9 million of total unrecognized compensation cost related to the Restricted Stock.
Restricted Stock Units ("RSUs")
Under the 2021 Plan, RSUs may be granted to employees, non-employees, and consultants. The RSUs vest ratably over a period ranging from to four years and are subject to the participant’s continuing service to the Company over that period. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding.
The following table summarizes the restricted stock unit activity under the equity incentive plan:
The Company recognized approximately $3.3 million and $2.0 million in stock-based compensation expense related to RSUs during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there was approximately $37.9 million of total unrecognized compensation cost related to non-vested RSUs. As of March 31, 2023, the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 3.1 years.
The entire disclosure for share-based payment arrangement.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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