InfuSystem Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Incentive Plan

The Company has various stock option and stock-based incentive plans and agreements whereby equity based awards are granted to certain employees, directors and others approved by the Company’s Board of Directors (the “Board”) or Compensation Committee. Grants may be made in the form of stock options, restricted stock awards ("RSUs" or "RSAs"), performance-based restricted stock units ("PSU's), unrestricted common stock in addition to other award types. Stock options are granted with an exercise price at, or above, fair market value on the date of grant, generally expire in 5 to 10 years from the grant date and generally become exercisable over a period of up to 3 years. RSUs generally become vested over a period of up to three years. PSUs generally become vested over a period of up to three years based on the performance of a specific achievement. Awards typically vest and are issued only if the participants remain employed by the Company through the vesting date. Common stock issued under these awards are issued from shares reserved under the Company’s plan described below.

On May 18, 2021, the Company’s Board adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was approved by the Company’s shareholders at the 2021 Annual Meeting on May 18, 2021 and became effective at that time. The 2021 plan supersedes the 2014 Amended and Restated Stock Incentive Plan (the "2014 Plan"). The 2021 Plan provided for the issuance of a maximum of 2,500,000 shares of common stock in connection with the grant of stock-based or stock-denominated awards, plus the number of shares of the Company's common stock underlying any outstanding award granted under the 2014 Plan that expires or is cancelled, forfeited, or terminated under the terms of the 2014 Plan. On May 16, 2023 at the 2023 Annual Meeting, the Company's shareholders approved the First Amendment (the "First Amendment") to the 2021 Plan. The First Amendment increased the maximum number of shares of the Company's common stock reserved for issuance under the 2021 Plan by 2,500,000 shares to 5,000,000 shares, plus the number of shares of the Company's common stock underlying any outstanding award granted under the 2014 Plan that expires or is cancelled, forfeited, or terminated under the terms of the 2014 Plan. Reductions in the available share limit associated with these grants are based on a fungible ratio of 1:1 for stock options and stock appreciation rights and 2:1 for all other types of awards. Any shares subject to an award that expires or is cancelled, forfeited, or terminated without issuance of the full number of shares of stock to which the award related again become available for issuance under the limit. As of December 31, 2023, a total of 2,374,089 common shares remained available for future grant under the 2021 Plan. This amount reflects reductions from the original limit for grants reflective of the respective fungible ratios. The available amount also reflects the maximum potential share issuance potential in the case of performance grants that provide for variable share payouts.

On April 23, 2014, the Company’s Board adopted the 2014 Plan. The 2014 Plan was approved by the Company’s shareholders at the 2014 Annual Meeting and became effective as of the date it was adopted by the Board of Directors. The 2014 Plan provided for the issuance of a maximum of 2,000,000 shares of common stock in connection with the grant of stock-based or stock-denominated awards. On July 19, 2018, the Company’s stockholders approved the reservation of an additional 1,000,000 shares to be issued under the 2014 Plan. On May 15, 2019, the Company’s stockholders approved the reservation of an additional 1,000,000 shares to be issued under the 2014 Plan. The 2021 Plan replaces and supersedes the 2014 Plan, so as of the adoption date of the 2021 Plan, no common shares remained available for future grant under the 2014 Plan.

Stock-Based Compensation Expense

All stock option awards are amortized based on their graded vesting over the requisite service period of the awards. Compensation costs are recognized over the requisite service period using the accelerated method and included in general and administrative expenses.

The following table presents the total stock-based compensation expense, which is included in selling, general and administrative expenses (in thousands):


	Years Ended December 31,
	2023		2022		2021
Restricted share expense	$	2,584	$	2,683	$	4,491
Stock option expense	1,490		1,142		1,913
Total stock-based compensation expense	$	4,074	$	3,825	$	6,404

Tax benefit related to stock-based compensation	$	1,045	$	857	$	2,234

Shares Forgone to Satisfy Minimum Statutory Withholdings

During the years ended December 31, 2023, 2022 and 2021, shares of common stock were issued to employees and directors as their restricted stock awards vested or stock options were exercised. Under the terms of the Company’s stock plans, at the election of each employee, the Company can authorize a net settlement of distributable shares to employees in order to satisfy an individual employees' tax withholding obligations. For the years ended December 31, 2023, 2022 and 2021, the Company received 115,979 shares, 136,718 shares and 57,067 shares, respectively, from employees for tax withholding obligations.

Restricted Stock Awards

Restricted stock awards entitle the holder to receive, upon meeting certain time-based vesting criteria, a specified number of shares of the Company’s common stock. Stock-based compensation cost of restricted stock awards is measured by the market value of the Company’s common stock on the date of grant.

The following table summarizes the Company’s restricted share activity, excluding the Company’s employee stock purchase plan:


	Number of shares	Weighted average grant date fair value

Unvested at December 31, 2022	534,080	$	11.85
Granted	149,859	9.37
Vested	(74,040)	10.81
Vested shares forgone to satisfy minimum statutory withholding	(41,558)	10.81
Forfeitures	(38,479)	11.17
Unvested at December 31, 2023	529,862	$	11.42


	Year Ended December 31,
	2023		2022		2021

Weighted average grant date fair value of awards granted	$	9.37	$	9.44	$	18.85
Total fair value of shares vested	$	649,700	$	260,112	$	920,125
Total fair value of shares forgone to satisfy minimum statutory withholding	$	364,670	$	172,662	$	32,282

As of December 31, 2023, there was $2.2 million of pre-tax total unrecognized compensation cost related to non-vested restricted stock awards, which will be adjusted for future forfeitures, if any. The Company expects to recognize such cost over a weighted average period of one year.

Performance-Based Restricted Stock Units

During the year ended December 31, 2023, the Company granted approximately 71,639 PSUs and during the year ended December 31, 2022, the Company granted approximately 53,864 PSUs. PSUs entitle the holder to receive, upon meeting certain performance-based vesting criteria, a specified number of shares of the Company’s common stock. These awards typically vest after the Company’s achievement of either a Company-based performance metric, such as the achievement of a certain amount of net revenue during a specified period, coupled with a time-based vesting criteria or a market-based metric of the Company’s stock, such as when the trading price reaches a target value for a minimum number of consecutive trading days or based on the Company's relative total shareholder return ("TSR") compared on a percentile rank basis to the TSR for a benchmark group of other companies. Approximately two-thirds of the PSUs granted in 2023 are earned based on a market based metric, while the other one-third are earned based on a specified Company-based performance measure condition. All of the PSUs granted in 2022 are earned based on specified Company-based performance measure conditions. In the case of the market-based awards having a trading price metric, awards are paid in stock either immediately upon achievement of the performance condition or expire without any payment after the third anniversary of the grant date. In the case of the market-based awards having a TSR metric, awards can be earned at an amount of 50% of the target number of shares for achieving a minimum threshold below the target or up to 200% of the target number of shares for exceeding the target, with a linear adjustment between the threshold and target or between target and maximum performance achievement. The TSR awards also have a time-based vesting criteria. In the case of the specified Company-based performance measure, awards can be earned at an amount that varies by award between 93% to 100% of the target number of shares for achieving a minimum threshold below the target or up to 200% of the target number of shares for exceeding the target, with a linear adjustment between threshold and target or between target and stretch performance goals.

The following table summarizes the Company’s PSU activity:


	Number of shares	Weighted average grant date fair value

Unvested at December 31, 2022	125,117	$	9.51
Granted	71,639	11.59



Forfeitures	(83,980)	9.97
Unvested at December 31, 2023	112,776	$	10.49


	Year Ended December 31,
	2023		2022		2021

Weighted average grant date fair value of awards granted	$	11.59	$	8.58	$	19.50
Total fair value of shares vested	$	—	$	680,026	$	1,335,053
Total fair value of shares forgone to satisfy minimum statutory withholding	$	—	$	506,036	$	1,078,747

As of December 31, 2023, there was $0.6 million of pre-tax total unrecognized compensation cost related to non-vested PSUs, which will be adjusted for changes to management’s expectations of the probable outcomes of the performance conditions, if any. The Company expects to recognize such cost over a weighted average period of one year.

Employee Stock Purchase Plan

At the 2023 Annual Meeting of Stockholders held on May 16, 2023, the Company's stockholders approved the InfuSystem Holdings, Inc. 2023 Employee Stock Purchase Plan (the "2023 ESPP"), which was previously approved by the Company's Board. In connection with the adoption of the 2023 ESPP, the Company's Board terminated the InfuSystem Holdings, Inc. Employee Stock Purchase Plan (the "Original ESPP"). Following termination of the Original ESPP, all rights the Company intends to grant under an "employee stock purchase plan" as such term is defined in section 423 of the Internal

Revenue Code of 1986, as amended, will be granted under the 2023 ESPP. The 2023 ESPP provides that a maximum of 300,000 shares of Common Stock, plus any shares remaining under the Original ESPP after the close of its final offering period, are available for sale under the 2023 ESPP. The terms of the 2023 ESPP provides eligible participants electing to participate in the plan with an option to acquire shares of Common Stock during specified offering periods. The per share option exercise price at which shares of Common Stock will be sold under the 2023 ESPP will be equal to the lesser of (i) 85% of the closing price of a share of Common Stock on the NYSE American (or such other exchange on which the shares of Common Stock are traded) on the first day of an offering period or (ii) 85% of the closing price of a share of Common Stock on the purchase date. The 2023 ESPP is administered by the Board's Compensation Committee. Eligible participants under the plan include all full-time employees and certain part-time employees of the Company who meet certain eligibility requirements set forth in the 2023 ESPP. Participation in the 2023 ESPP for any eligible employee is voluntary.

In May 2014, the Company received approval from stockholders to adopt the Original ESPP effective October 2014. Under the Original ESPP, 200,000 shares of common stock were authorized for purchase by eligible employees at a 15% discount through payroll deductions during the six-month offering periods. Shares were purchased in whole numbers and generally would be the last day of the offering period. In September 2016, the Company received approval from shareholders for an additional 350,000 shares. No employee may purchase more than $25,000 worth of fair market value shares in any calendar year. As allowed under the ESPP, a participant may elect to withdraw from the plan, effective for the purchase period in progress at the time of the election with all accumulated payroll deductions returned to the participant at the time of withdrawal.

As of December 31, 2023, there were 323,756 shares remaining available for future issuance. The following table summarizes the activity relating to the Company’s ESPP program:


	Years Ended December 31,
	2023		2022		2021
Compensation expense	$	179,595	$	229,064	$	173,561
Shares of stock sold to employees	71,623		60,673		31,624
Weighted average fair value per ESPP award	$	7.32	$	11.53	$	16.95

Stock Options

The Company calculates the fair value of stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of the Company’s common stock over the most recent period commensurate with the expected life of the stock option granted. The Company uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The Company uses historical exercise data to determine the expected lives. Dividend yields have not been a factor in determining fair value of stock options granted as the Company has never issued cash dividends and does not anticipate issuing cash dividends in the future.

The following tables detail the various stock option activity:


2014 Plan (Options)	Number of Authorized Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2022	1,174,727	$	5.76	3.95	$	4,463,307

Exercised	(262,724)	3.58
Exercised shares forgone to satisfy minimum statutory withholding	(74,421)	3.40
Shares tendered for cashless exercise	(116,236)	3.62
Forfeitures and expirations	(64,000)	11.72

Outstanding at December 31, 2023	657,346	$	6.69	4.16	$	2,983,514

Exercisable at December 31, 2023	643,509	$	6.44	4.10	$	2,983,514

Aggregate Intrinsic Value = Excess of market value over the option exercise price of all in-the-money stock options.


2021 Plan (Options)	Number of Authorized Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2022	544,799	$	13.41	8.93	$	27,396
Granted	624,628	9.25
Exercised	(28,289)	8.58

Cashless exercise	(21,711)	8.58
Forfeitures and expirations	(67,754)	15.24

Outstanding at December 31, 2023	1,051,673	$	11.05	8.79	$	1,207,118

Exercisable at December 31, 2023	296,982	$	14.46	7.84	$	247,280

Aggregate Intrinsic Value = Excess of market value over the option exercise price of all in-the-money stock options.

The following is the average fair value per share estimated on the date of grant and the assumptions used for options granted:


	Years Ended December 31,
Stock Options:	2023		2022		2021
Expected volatility	52% to 53%		51% to 53%		43% to 46%
Risk free interest rate	3.71% to 4.83%		1.71% to 3.01%		0.31% to 0.54%
Expected lives at date of grant (in years)	3.99		3.73		3.62
Weighted average fair value of options granted	$4.10		$3.67		$6.56
Total intrinsic value of options exercised	$	3,155,770	$	3,762,978	$	4,248,401

Share Repurchase Program

On June 30, 2021, the Company's Board of Directors approved a stock repurchase program (the “Share Repurchase Program”) that authorizes the Company to repurchase up to $20.0 million of the Company’s outstanding common stock through June 30, 2024. The Share Repurchase Program will be subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s existing 2021 Credit Agreement, as amended. Repurchases under the Share Repurchase Program may take place in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. The Share Repurchase program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time at the discretion of the Board.

As of December 31, 2023, the Company had repurchased approximately $6.2 million, or 553,149 shares, of the Company's outstanding common stock under the Share Repurchase Program.