BIO KEY INTERNATIONAL INC Stock Compensation Disclosure
NOTE O—STOCK OPTIONS
2023 Stock Incentive Plan
On December 14, 2023, the stockholders approved the 2023 Stock Incentive Plan. The 2023 Plan reserves 333,334 shares of common stock for issuance of options, restricted stock, and other equity based awards to employees, officers, directors, consultants advisors and independent contractors of the Company. Options are issued at exercise prices which may not be below 100% of fair market value (or 110% of the fair market value if, at the time the option is granted, the participant owns, directly or indirectly, more than 10% of the total combined voting power of all classes of our stock) and have terms not to exceed years. Options issued under the 2023 Plan vest pursuant to the terms of stock option agreements with the recipients. In the event of a change in control, certain awards issued under this plan may be subject to additional acceleration of vesting as may be provided in the participants’ written agreement or as determined by the Board or Compensation Committee. The 2023 Plan expires on December 13, 2033, unless terminated earlier. In 2024 the Company issued 177,433 restricted shares to employees of which 7,817 were forfeited. The Company also issued 7,761 shares to the Board of Directors for payments of Board fees.
2015 Stock Option Plan
On January 27, 2016, the stockholders approved the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan initially reserved 10,417 shares of common stock for issuance of options, restricted stock, and other equity based awards to employees, officers, directors, and consultants of the Company. In 2021, the stockholders approved an amendment to the 2015 to increase the shares of common stock authorized for issuance under the 2015 Plan from 10,417 shares to 43,834 shares together with other technical changes. The term of stock options granted under the 2015 Plan, may not exceed years, exercise prices may not be below 100-110% of fair market value, and vesting occurs over time periods set forth in written agreements with the recipients. In the event of a change in control, certain stock awards issued under the 2015 Plan may be subject to additional acceleration of vesting as may be provided in the participants’ written agreement. The 2015 Plan expires in December 2025.
Non-Plan Stock Options
Periodically, the Company has granted options outside of the 2015 Plan to various employees and consultants. In the event of change in control, as defined, certain of the non-plan options outstanding vest immediately.
Stock Option Activity
Information summarizing option activity is as follows:
| Weighted | |||||||||||||||||||||||||
| Weighted | average | ||||||||||||||||||||||||
| Number of Options | average | remaining | Aggregate | ||||||||||||||||||||||
| 2015 | Non | Total | exercise | life | intrinsic | ||||||||||||||||||||
| Plan | Plan | price | (in years) | value | |||||||||||||||||||||
| Outstanding, as of December 31, 2022 | 6,241 | 4,724 | 11,313 | $ | 299.61 | 2.07 | $ | 0 | |||||||||||||||||
| Granted | — | — | — | — | |||||||||||||||||||||
| Exercised | — | — | — | — | |||||||||||||||||||||
| Forfeited | (151 | ) | — | (151 | 94.44 | ||||||||||||||||||||
| Expired | (1,548 | ) | (1,895 | ) | 256.30 | ||||||||||||||||||||
| Outstanding, as of December 31, 2023 | 4.542 | 4,724 | 9,266 | $ | 311.16 | 0.96 | $ | 0 | |||||||||||||||||
| Granted | — | — | — | — | |||||||||||||||||||||
| Exercised | — | — | — | — | |||||||||||||||||||||
| Forfeited | (348 | ) | — | (348 | ) | 93.60 | |||||||||||||||||||
| Expired | (1,187 | ) | (4,724 | ) | (5,911 | ) | 380.51 | ||||||||||||||||||
| Outstanding, as of December 31, 2024 | 3,007 | - | 3,007 | $ | 197.31 | 1.14 | $ | 0 | |||||||||||||||||
| Vested or expected to vest at December 31, 2024 | 3,007 | $ | 197.31 | 1.14 | $ | 0 | |||||||||||||||||||
| Exercisable at December 31, 2024 | 3,007 | $ | 197.31 | 1.14 | $ | 0 | |||||||||||||||||||
The options outstanding and exercisable at December 31, 2024 were in the following exercise price ranges:
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||
| average | average | average | ||||||||||||||||||
| Number of | exercise | remaining | Number | exercise | ||||||||||||||||
| Range of exercise prices | shares | price | life (in years) | exercisable | price | |||||||||||||||
| $93.60 - 169.92 | 1,857 | $ | 144.71 | 1.67 | 1,857 | $ | 144.71 | |||||||||||||
| $169.93 - 504.00 | 1,150 | 282.24 | 0.22 | 1,150 | 282.24 | |||||||||||||||
| $93.60 - 504.00 | 3,007 | 3,007 | ||||||||||||||||||
The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $1.71, $3.00, and $10.62 as of December 31, 2024, 2023 and 2022, respectively, which would have been received by the option holders had all option holders exercised their options as of that date. There were in-the-money options exercisable as of December 31, 2024, 2023 and 2022.
The weighted average fair value of options granted during the years ended December 31, 2024 and 2023 was $0 as options were granted in either year. The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $0 as no options were exercised in either year. The total fair value of shares vested during the years ended December 31, 2024 and 2023 was ( vested) and $18,310. respectively.
As of December 31, 2024, there was no future forfeiture adjusted compensation costs related to nonvested stock options.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Apr 23, 2025 | Showing above |
| 2023 | Jun 5, 2024 | |
| 2022 | Jun 1, 2023 | |
| 2021 | Apr 1, 2022 | |
| 2017 | Apr 2, 2018 | |
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.