NOTE 6—STOCK-BASED COMPENSATION

 

In 2008, the Company adopted the Houston American Energy Corp. 2008 Equity Incentive Plan (the “2008 Plan”). The terms of the 2008 Plan, as amended in 2012 and 2013, allow for the issuance of up to 480,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock.

 

In 2017, the Company adopted the Houston American Energy Corp. 2017 Equity Incentive Plan (the “2017 Plan”). The terms of the 2017 Plan allow for the issuance of up to 400,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock. Persons eligible to participate in the Plans are key employees, consultants and directors of the Company.

 

In 2021, the Company adopted the Houston American Energy 2021 Equity Incentive Plan (the “2021 Plan” and, together with the 2008 Plan and the 2017 Plan, the “Plans”). The terms of the 2021 Plan allow for the issuance of up to 500,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock. Persons eligible to participate in the Plans are key employees, consultants and directors of the Company.

 

Stock Option Activity

 

In June 2023, options to purchase an aggregate of 60,000 shares of the Company’s common stock were granted to the Company’s directors. The options have a ten-year life and are exercisable at $2.09 per share, vest 20% on the date of grant and 80% ten months from the date of grant. The grant date fair value of these stock options was $119,252 based on the Black-Scholes Option Pricing model based on the following assumptions: market value of common stock on grant date – $2.09; risk free interest rate based on the applicable US Treasury bill rate – 0%; dividend yield – 0%; volatility factor based on the trading history of the Company – 116%; weighted average expected life in years – 10; and expected forfeiture rate – 0%.

 

In June 2024, options to purchase an aggregate of 60,000 shares of the Company’s common stock were granted to the Company’s directors. The options have a ten-year life and are exercisable at $1.21 per share, vest 20% on the date of grant and 80% ten months from the date of grant. The grant date fair value of these stock options was $63,730 based on the Black-Scholes Option Pricing model based on the following assumptions: market value of common stock on grant date – $1.21; risk free interest rate based on the applicable US Treasury bill rate – 0%; dividend yield – 0%; volatility factor based on the trading history of the Company – 97.8%; weighted average expected life in years – 10; and expected forfeiture rate – 0%.

 

 

In November 2024, the Company agreed to issue to its CEO a number of options equal to $15,000 divided by the closing price of our stock on the 15th day of each month. The strike price of each option is equal to the grant price. The options have a ten-year life and are exercisable at $0.76 per share for the November 2024 issuances and $0.73 per share for the December 2024 issuances, vest 20% on the date of grant and 80% ten months from the date of grant. The grant date fair value of these stock options was $14,657 in November 2024, and $13,225 in December 2024, based on the Black-Scholes Option Pricing model based on the following assumptions: market value of common stock on grant dates – $1.43 and $1.36, respectively; risk free interest rate based on the applicable US Treasury bill rate – 0%; dividend yield – 0%; volatility factor based on the trading history of the Company – 92%; weighted average expected life in years – 10; and expected forfeiture rate – 0%.

 

Option activity during 2024 and 2023 was as follows:

  

   Options   Weighted Average Exercise Price   Weighted Average Remaining Contractual Term (in Years)   Aggregate Intrinsic Value 
                 
Outstanding at December 31, 2022   944,177   $2.08           
Granted   60,000   $2.09           
Exercised      $3.84           
Forfeited   (3,370)  $20.43           
                     
Outstanding at December 31, 2023   1,000,807    2.46           
Granted   82,320    1.08           
Exercised                   
Expired   (166,140)   3.87           
                     
Outstanding at December 31, 2024   916,987   $2.06    6.10   $16,956 
Exercisable at December 31, 2024   851,131   $2.13    5.86   $16,956 

 

As of December 31, 2024, non-vested options granted totaled 65,856 and total unrecognized stock-based compensation expense related to non-vested stock options was $40,790. The related unrecognized expense is expected to be recognized over a weighted average period of 0.24 years. The weighted average remaining contractual term of the outstanding options and exercisable options at December 31, 2024 is 6.10 years and 5.86 years, respectively.

 

As of December 31, 2024, there were 87,680 shares of common stock available for issuance pursuant to future stock or option grants under the Plans.

 

Stock-Based Compensation Expense

 

The following table reflects stock-based compensation recorded by the Company for 2024 and 2023:

  

   2024   2023 
         
Stock-based compensation expense from stock options and common stock included in general and administrative expense  $101,508   $238,314 
Earnings per share effect of stock-based compensation expense  $(0.01)  $(0.02)

 

Historical Timeline

Fiscal YearFiled
2024Feb 24, 2025Showing above
2020Apr 1, 2021

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.