Energy Recovery, Inc.ERII
Energy Recovery, Inc. Stock Compensation Disclosure
Stock-based CompensationStock-based CompensationStock-based CompensationStock Option Plans
Restricted Stock Units
Stock-based Compensation Expense
Stock Option and Stock Appreciation Rights Activities
Performance Restricted Stock Unit Activities
Vested Equity Awards
Unamortized Stock-Based Compensation Costs
In July 2020, the stockholders approved the 2020 Incentive Plan (the “2020 Plan”), that permits the grant of stock options, restricted
stock units (“RSUs”), stock appreciation rights (“SARS”), restricted stock, restricted stock awards (“RSAs”), performance restricted stock units
(“PRSUs”), performance shares, and other stock-based awards to employees, officers, directors, and consultants. Prior to the approval of the
2020 Plan, the Company maintained the 2016 Incentive Plan and the Amended and Restated 2008 Equity Incentive Plan (hereinafter
referred to as the “Predecessor Plans”). Subject to adjustments, as provided in the 2020 Plan, the number of shares of common stock
initially authorized for issuance under the 2020 Plan was 5,894,727 shares (which consists of 4,500,000 new share awards plus
1,394,727 share awards that were authorized and unissued under the Predecessor Plans) plus up to 4,850,630 shares that were set aside for
awards granted under the Predecessor Plans that are subsequently forfeited. The 2020 Plan supersedes all previously issued stock
incentive plans (including the Predecessor Plans) and is currently the only available plan from which awards may be granted. The
Company’s 2020 Plan and Predecessor Plans are hereinafter referred to as “Equity Incentive Plans.”
Shares available for grant under the 2020 Plan at December 31, 2025 were 2,449,603 shares. There were no shares available for
grant under the Predecessor Plans after July 15, 2020.
Stock Options and Stock Appreciation RightsEmployee stock options and SARS outstanding at December 31, 2025 and to be granted subsequently to December 31, 2025,
generally vest over four years and expire no more than 10 years after the date of grant. Non-employee board of director grants generally
vest one year after the date of grant or on the date of the annual stockholders’ meeting following the date of grant, whichever date occurs
first, and expire no more than 10 years after the date of grant.
Restricted Stock UnitsRSUs outstanding at, and to be awarded subsequently after, December 31, 2025, generally vest 25% annually over the four years
from date of grant and are dependent upon continued employment. Non-employee board of director grants generally vest one year after the
date of grant or on the date of the annual stockholders’ meeting following the date of grant, whichever date occurs first. As RSUs vest, the
units will be settled in shares of common stock. The units are valued based on the Company’s market price on the date of grant.
Performance Restricted Stock UnitsOn January 23, 2025, the Compensation Committee of the Board adopted a new form of PRSU award agreement under the 2020
Equity Incentive Plan (the “2020 Plan”), to among other things, define the terms of the performance metrics and performance period for such
PRSUs.
PRSUs outstanding as of December 31, 2025 generally vest over three years and are dependent upon continued employment and
meeting certain cumulative revenue and cumulative adjusted EBITDA targets. Adjusted EBITDA is a non-GAAP financial measure that the
Company defines as net income which excludes i) depreciation and amortization; ii) stock-based compensation; iii) executive transition costs;
iv) restructuring charges; v) impairment of long-lived assets; vi) other income, net, such as interest income and other non-operating income
(expense), net; and vii) provision for income taxes. As PRSUs vest, the units will be settled in shares of common stock. Depending on the
results achieved during the performance period, the actual number of shares that a grantee will receive at the end of the performance period
may range from 0% to 300% of the target PRSUs granted, provided that the grantee is continuously employed by the Company through the
vesting date. The units are valued based on the Company’s market price on the date of grant. As of December 31, 2025, no expense has
been recognized in relation to the PRSUs as the performance conditions are not considered probable.
Fair Value AssumptionsStock Options and Stock Appreciation RightsThe fair value of stock options and SARS granted to employees is based on the Black-Scholes option pricing model. To determine
the inputs for the Black-Scholes option pricing model, the Company is required to develop several assumptions, which are highly subjective.
The Company determines these inputs at grant date as follows:
•Expected Term:
◦Employees: Based on historical exercise data.
◦Board: Based on the simplified method.
◦SARS: Based on historical exercise data. Post-grant date expected term is based upon the remaining grant life at each
remeasurement date.
•Expected Volatility: Based on the Company’s historical data and the corresponding expected term.
•Risk-Free Interest Rate: Based on U.S. Treasury issues with terms similar to the expected term.
•Dividend Yield: Based on an expected dividend yield of zero.
The following table presents 1) assumptions used in the Black-Scholes option pricing model to determine the estimated grant date fair
values of stock options and SARS granted to employees; and 2) options and SARS granted and weighted average grant date fair value.
Years Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(Shares in thousands) | |||||
Weighted average expected life (years) | 4.2 | 4.0 | 9.1 | ||
Weighted average expected volatility | 50.5% | 49.0% | 60.4% | ||
Risk-free interest rate | 3.50% – 4.13% | 3.52% – 4.54% | 3.87% – 3.87% | ||
Weighted average dividend yield | —% | —% | —% | ||
Stock options and SARS granted | 144 | 721 | 14 | ||
Weighted average grant date fair value | $6.08 | $6.36 | $8.72 | ||
The fair value of RSUs granted to employees is based on the Company’s common stock price on the date of grant.
Performance Restricted Stock UnitsThe fair value of PRSUs granted to employees is based on the Company’s common stock price on the date of grant as the metric
targets utilized to determine the vesting of these awards are all based upon achieving certain performance metrics. ForfeituresThe Company estimates forfeitures at the time of grant and revises those estimates periodically in subsequent periods if actual
forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based
compensation expense only for those awards that are expected to vest. If the Company’s actual forfeiture rate is materially different from its
estimate, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period.
The following table presents the estimated weighted average forfeiture rates for all employees used in determining the expense in the
stock-based compensation expense table above.
Years Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Stock options, SARS, RSUs and PRSUs | 6.4% | 6.3% | 6.4% | ||
The following table presents the stock-based compensation expense related to the fair value measurement of awards granted to
employees by expense category and by type of award. All stock-based payment awards are amortized on a straight-line basis over the
requisite service periods of the awards.
Years Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(In thousands) | |||||
Stock-based compensation expense charged to: | |||||
Cost of revenue | $543 | $1,076 | $719 | ||
General and administrative | 3,307 | 4,013 | 3,661 | ||
Sales and marketing | 2,859 | 3,489 | 2,333 | ||
Research and development | 1,010 | 1,744 | 1,325 | ||
Total stock-based compensation expense | $7,719 | $10,322 | $8,038 | ||
Stock-based compensation expense by type of award: | |||||
Stock options and SARS | $1,502 | $2,334 | $1,985 | ||
RSUs | 6,217 | 7,988 | 6,053 | ||
Total stock-based compensation expense | $7,719 | $10,322 | $8,038 | ||
The following table presents stock option and SARS activities under the Equity Incentive Plans.
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value(1) | ||||
(In thousands) | (Per share) | (In years) | (In thousands) | ||||
Balance, December 31, 2022 | 2,421 | $11.02 | |||||
Granted | 14 | 22.13 | |||||
Exercised | (511) | 9.38 | $5,619 | ||||
Balance, December 31, 2023 | 1,924 | 11.54 | |||||
Granted | 721 | 15.02 | |||||
Exercised | (767) | 9.26 | 5,260 | ||||
Forfeited | (270) | 18.06 | |||||
Balance, December 31, 2024 | 1,608 | 13.09 | |||||
Granted | 144 | 14.74 | |||||
Exercised | (269) | 8.93 | 1,664 | ||||
Forfeited | (86) | 15.49 | |||||
Balance, December 31, 2025 | 1,397 | $13.91 | 6.5 | $1,758 | |||
Vested and exercisable as of December 31, 2025 | 839 | $13.18 | 5.0 | $1,671 | |||
Vested and exercisable as of December 31, 2025 and expected to vest thereafter | 1,345 | $13.87 | 6.4 | $1,750 |
(1)The aggregate intrinsic value of an exercised option and SARS is calculated as the difference between the exercise price of the underlying option and
SARS and the fair value of the Company’s common stock at the time of exercise. The aggregate intrinsic value at December 31, 2025 is calculated as
the difference between the exercise price of the underlying outstanding options and SARS and the fair value of the Company’s common stock as of
December 31, 2025 or the last trading day prior to December 31, 2025.
Restricted Stock Unit ActivitiesThe following table presents RSU activities under the Equity Incentive Plans.
Number of Shares | Weighted Average Grant Date Fair Value | ||
(In thousands) | (Per share) | ||
Balance, December 31, 2022 | 688 | $15.51 | |
Awarded | 546 | 23.97 | |
Vested | (294) | 14.02 | |
Forfeited | (21) | 19.91 | |
Balance, December 31, 2023 | 919 | 20.91 | |
Awarded | 751 | 14.85 | |
Vested | (389) | 18.79 | |
Forfeited | (281) | 20.70 | |
Balance, December 31, 2024 | 1,000 | 17.24 | |
Awarded | 707 | 14.48 | |
Vested | (367) | 17.34 | |
Forfeited | (277) | 16.55 | |
Balance, December 31, 2025 | 1,063 | 15.56 |
The following table presents PRSU activities under the Equity Incentive Plans.
Number of Shares | Weighted Average Grant Date Fair Value | ||
(In thousands) | (Per share) | ||
Balance, December 31, 2024 | — | $— | |
Awarded | 305 | 14.69 | |
Vested | — | — | |
Forfeited | (23) | 15.05 | |
Balance, December 31, 2025 | 281 | 14.66 |
The following table presents the total grant date fair value of equity awards vested during the period.
Years Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(In thousands) | |||||
Stock options and SARs | $1,991 | $857 | $2,724 | ||
RSUs | 6,365 | 7,298 | 4,112 | ||
PRSUs | — | — | — | ||
Total grant date fair value of equity awards vested during the period | $8,356 | $8,155 | $6,836 | ||
Stock-based compensation costs related to unvested equity awards will generally be amortized on a straight-line basis over the
remaining average service period of each award. The following table presents the unamortized compensation costs and weighted average
service period of all unvested outstanding awards as of December 31, 2025.
Unamortized Compensation Costs | Weighted Average Service Period | ||
(In thousands) | (In years) | ||
Stock options and SARs | $2,922 | 2.0 | |
RSUs | 10,079 | 1.3 | |
PRSUs | 3,158 | 2.0 | |
Total unamortized compensation costs, net of adjusted forfeitures | $16,159 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2015 | Mar 4, 2016 | |
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.