Ascent Solar Technologies, Inc. Stock Compensation Disclosure
On September 21, 2022, the Company’s Board of Directors appointed Jeffrey Max as the Company’s new Chief Executive Officer and granted an inducement grant of restricted stock units (“RSUs”) for an aggregate of 177 shares of Ascent’s common stock. 20% of the RSUs are fully vested upon grant. The remaining 80% of the RSUs vests in equal monthly increments over the next 36 months. Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination of Mr. Max’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Max without good reason. The estimated fair value of the restricted stock unit is $107,400, the closing price at grant date. The RSUs will settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of September 30, 2024. On April 26, 2023, the Company terminated its employment contract with Mr. Max resulting in the forfeiture of 114 restricted stock units.
On December 12, 2022, the Company’s Board of Directors appointed Paul Warley as the Company’s new Chief Financial Officer and granted him an inducement grant of RSUs for an aggregate of 35 shares of Ascent’s common stock. 20% of the RSUs are fully vested upon grant. The remaining 80% of the RSUs vests in equal monthly increments over the next 36 months. Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination of Mr. Warley’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Warley without good reason. The estimated fair value of the restricted stock unit is $59,600, the closing price at grant date. The RSUs will
settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of December 31, 2024.
In January 2024, the Company granted 4,590 shares of restricted stock units to employees and directors. One third of these shares vested on March 31, 2024. The remaining unvested shares will vest pro rata on January 1, 2025 and January 1, 2026. The Company also granted members of our advisory board an aggregate of 200 shares of restricted stock units. The advisory shares originally vested pro rata on January 1, 2025 and January 1, 2026; however, were amended to vest pro rata on June 30, 2024 and January 1, 2025.
The Company had a total of 3,188 units as of December 31, 2024 are expected to vest in the future. Total unrecognized share-based compensation expense from the remaining unvested restricted stock as of December 31, 2024 was $673,447 and is expected to be recognized over 12 months. The Company recognized share-based compensation expense related to restricted stock grants of $809,022 and $2,243,445 for the years ended December 31, 2024 and 2023, respectively. The following table summarizes non-vested restricted stock and the related activity as of and for the years ended December 31, 2024, and 2023:
|
|
Shares |
|
|
Weighted Average Grant Date Fair Value |
|
||
Non-vested at January 1, 2023 |
|
|
158 |
|
|
$ |
— |
|
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
(25 |
) |
|
|
89,585.00 |
|
Forfeited |
|
|
(114 |
) |
|
|
107,400.00 |
|
Non-vested at December 31, 2023 |
|
|
19 |
|
|
$ |
59,600.00 |
|
Granted |
|
|
4,850 |
|
|
|
75.87 |
|
Vested |
|
|
(1,661 |
) |
|
|
434.08 |
|
Forfeited |
|
|
(20 |
) |
|
|
77.00 |
|
Non-vested at December 31, 2024 |
|
|
3,188 |
|
|
$ |
250.32 |
|
The fair values of the respective vesting dates of RSUs was $7,149 and $264,800 for the years ended December 31, 2024 and 2023, respectively.
In August 2024, the Company granted 124,850 stock options terminating 10 years from the date of grant to employees, directors, and advisory board members. One third of these options vested on September 15, 2024. The remaining unvested options will vest pro rata annually on over the next two years.
The Company had a total of 83,220 unvested options as of December 31, 2024 that are expected to vest in the future. Total unrecognized share based compensation expense from the remaining unvested options as of December 31, 2024 was approximately $302,000 and is expected to be recognized over approximately 1.75 years. The Company had approximately 41,630 exercisable options as of December 31, 2024. The following table summarizes options activity as of December 31, 2024:
|
|
Shares |
|
|
Weighted Average Exercise Price |
|
||
Stock Options Outstanding at January 1, 2024 |
|
|
— |
|
|
$ |
— |
|
Granted |
|
|
124,850 |
|
|
|
4.15 |
|
Exercised |
|
|
— |
|
|
|
— |
|
Forfeited / Expired |
|
|
— |
|
|
|
— |
|
Stock Options Outstanding at December 31, 2024 |
|
|
124,850 |
|
|
$ |
4.15 |
|
The weighted average remaining contractual term for these options at December 31, 2024, was approximately 9.7 years. Based on the Black-Scholes option pricing model, the options estimated weighted average fair values at the date of grant of $4.15 per share. The fair values were estimated using the following weighted average assumptions:
|
Inputs |
|
|
Expected stock price volatility |
|
188.87 |
% |
Dividend yield |
|
0 |
% |
Risk-free interest rate |
|
3.64 |
% |
Expected life of the options (in years) |
|
5.5 |
|
The Company utilized the simplified method for estimating the stock options granted as the Company has experienced significant changes in its business and the historical data may not provide a reasonable basis upon which to estimate expected term.
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.