Cibus, Inc.CBUS
Cibus, Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
Information on restricted stock unit activity is as follows:
The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis, the Company’s largest shareholder and former parent company prior to the completion of the Merger Transactions.
In December 2014, Legacy Calyxt adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. As part of the Merger Transactions, the name of the 2017 Plan was amended to reflect the name change of the Company.
As of December 31, 2024, 874,607 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan. No further awards are available for grant or will be granted under the 2014 Plan.
As of December 31, 2024, 874,607 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan. No further awards are available for grant or will be granted under the 2014 Plan.
Stock Options
The weighted average fair value of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:
Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over to six years following the grant date. Options generally expire 10 years after the date of grant.
The weighted average fair value of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:
| Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Weighted average fair value of stock options granted | $ | 5.31 | $ | — | ||||||||||
| Assumptions: | ||||||||||||||
| Risk-free interest rate | 4.2% - 4.5% | — | % | |||||||||||
| Expected volatility | 99.8% - 109.3% | — | % | |||||||||||
| Expected term (in years) | 5.0 - 6.0 | — | ||||||||||||
Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over to six years following the grant date. Options generally expire 10 years after the date of grant.
Information on stock option activity is as follows:
Options Exercisable | Weighted Average Exercise Price Per Share | Options Outstanding | Weighted Average Exercise Price Per Share | |||||||||||||||||||||||
| Balance as of December 31, 2023 | 108,781 | $ | 365.07 | 109,521 | $ | 367.35 | ||||||||||||||||||||
| Granted | — | — | 463,129 | 6.50 | ||||||||||||||||||||||
| Vested | 18,854 | 36.56 | — | — | ||||||||||||||||||||||
| Exercised | — | — | — | — | ||||||||||||||||||||||
| Expired | (368) | 185.50 | (368) | 185.50 | ||||||||||||||||||||||
| Forfeited | — | — | (18) | 227.00 | ||||||||||||||||||||||
| Balance as of December 31, 2024 | 127,267 | $ | 316.92 | 572,264 | $ | 75.44 | ||||||||||||||||||||
Stock-based compensation expense related to stock option awards is as follows:
| Years Ended December 31, | ||||||||||||||
| In Thousands | 2024 | 2023 | ||||||||||||
| Stock-based compensation expense | $ | 521 | $ | 1,847 | ||||||||||
As of December 31, 2024, options outstanding had no aggregate intrinsic value and a weighted average remaining contractual term of 8.4 years. As of December 31, 2024, options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 3.5 years.
As of December 31, 2024, unrecognized compensation expense related to non-vested stock options was $2.0 million which has a weighted average remaining recognition period of 2.7 years.
Restricted Stock Awards
The Company granted awards of Class A Restricted Stock (RSAs), in connection with the Merger Transactions, to Cibus Global members who held unvested restricted profits interest units. The RSAs will continue to vest following their original vesting schedules over the remaining life of the awards which is generally 2 months to four years after the date of grant.
Modification of RSAs
The award agreements for RSAs issued at the closing of the Merger Transactions stated that any unvested awards were to be forfeited upon termination, however, on October 16, 2024, the Board of Directors of Cibus approved, as part of a reduction if force, the modification of the award terms of outstanding RSAs related to nine grantees and 55,628 shares upon the terminated employee agreeing to a separation agreement. Incremental stock compensation expense of $0.3 million was determined for all modified awards, which was recognized during the year ended December 31, 2024.
Information on Class A restricted stock award activity is as follows:
The Company granted awards of Class A Restricted Stock (RSAs), in connection with the Merger Transactions, to Cibus Global members who held unvested restricted profits interest units. The RSAs will continue to vest following their original vesting schedules over the remaining life of the awards which is generally 2 months to four years after the date of grant.
Modification of RSAs
The award agreements for RSAs issued at the closing of the Merger Transactions stated that any unvested awards were to be forfeited upon termination, however, on October 16, 2024, the Board of Directors of Cibus approved, as part of a reduction if force, the modification of the award terms of outstanding RSAs related to nine grantees and 55,628 shares upon the terminated employee agreeing to a separation agreement. Incremental stock compensation expense of $0.3 million was determined for all modified awards, which was recognized during the year ended December 31, 2024.
Information on Class A restricted stock award activity is as follows:
Restricted Stock Awards | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested balance as of December 31, 2023 | 640,060 | $ | 31.50 | ||||||||
| Granted | — | — | |||||||||
| Vested | (362,978) | 31.50 | |||||||||
| Forfeited | (3,024) | 31.50 | |||||||||
| Unvested balance as of December 31, 2024 | 274,058 | $ | 31.50 | ||||||||
The total fair value of RSAs that vested is as follows:
| Years Ended December 31, | ||||||||||||||
| In Thousands | 2024 | 2023 | ||||||||||||
| Fair value of shares vested | $ | 3,738 | $ | 5,361 | ||||||||||
There were no RSAs granted during the year ended December 31, 2024. The weighted average grant date fair value of RSAs granted during the year ended December 31, 2023, was $31.50.
Stock-based compensation expense related to RSAs is as follows:
Stock-based compensation expense related to RSAs is as follows:
| Years Ended December 31, | ||||||||||||||
| In Thousands | 2024 | 2023 | ||||||||||||
| Stock-based compensation expense | $ | 9,495 | $ | 11,497 | ||||||||||
As of December 31, 2024, unrecognized compensation expense related to RSAs was $8.6 million which has a weighted average remaining recognition period of 1.7 years.
Restricted Stock Units
The Company grants RSUs which generally vest over to five years after the date of grant. Upon vesting, the RSUs are settled as shares of Class A Common Stock.
Information on restricted stock unit activity is as follows:
Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested balance as of December 31, 2023 | 147,222 | $ | 18.21 | ||||||||
| Granted | 729,339 | 6.90 | |||||||||
| Vested | (36,476) | 18.46 | |||||||||
| Forfeited | (60,224) | 18.15 | |||||||||
| Unvested balance as of December 31, 2024 | 779,861 | $ | 7.62 | ||||||||
The total fair value of RSUs that vested is as follows:
| Years Ended December 31, | ||||||||||||||
| In Thousands | 2024 | 2023 | ||||||||||||
| Fair value of shares vested | $ | 629 | $ | 2,126 | ||||||||||
The weighted average grant date fair value of RSUs granted during the year ended December 31, 2024, was $6.90. The weighted average grant date fair value of RSUs granted during the year ended December 31, 2023, was $19.02.
Stock-based compensation expense related to RSUs is as follows:
Stock-based compensation expense related to RSUs is as follows:
| Years Ended December 31, | ||||||||||||||
| In Thousands | 2024 | 2023 | ||||||||||||
| Stock-based compensation expense | $ | 734 | $ | 3,018 | ||||||||||
As of December 31, 2024, unrecognized compensation expense related to RSUs was $5.3 million which has a weighted average remaining recognition period of 3.5 years.
Performance Stock Units
From time-to-time, the Company issues PSUs to certain individuals in management in order to align their objectives with stockholders of the Company. Depending upon the type of PSU award, the Company uses a Monte Carlo simulation pricing model when estimating the fair value of these awards.
The total fair value of PSUs that vested is as follows:
There were no PSUs granted during the year ended December 31, 2024. The weighted average grant date fair value of PSUs granted during the year ended December 31, 2023, was $25.65.
Stock-based compensation expense related to PSUs is as follows:
The total fair value of PSUs that vested is as follows:
| Years Ended December 31, | ||||||||||||||
| In Thousands | 2024 | 2023 | ||||||||||||
| Fair value of shares vested | $ | — | $ | 1,005 | ||||||||||
There were no PSUs granted during the year ended December 31, 2024. The weighted average grant date fair value of PSUs granted during the year ended December 31, 2023, was $25.65.
Stock-based compensation expense related to PSUs is as follows:
| Years Ended December 31, | ||||||||||||||
| In Thousands | 2024 | 2023 | ||||||||||||
| Stock-based compensation benefit | $ | — | $ | (270) | ||||||||||
As of December 31, 2024, there is no unrecognized compensation expense related to PSUs as there are no outstanding PSUs.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 20, 2025 | Showing above |
| 2022 | Mar 2, 2023 | |
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.