IMMERSION CORP Stock Compensation Disclosure
12. STOCK-BASED COMPENSATION
Immersion
Stock Options and Awards
Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants.
On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan which increased the total number of shares reserved and available for grant and issuance equal to 8,146,607 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan.
Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of the grant for stock options. Stock options generally vest over four years and expire seven years from the grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year. RSUs generally vest over three years. Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued.
The following table summarizes our equity incentive program at April 30, 2025 (in thousands):
Common stock shares available for grant |
|
|
2,236 |
|
RSUs outstanding |
|
|
1,125 |
|
Restricted Stock Units
The following summarizes RSU activities for the year ended April 30, 2025:
|
|
Number of Restricted |
|
|
Weighted Average |
|
|
Weighted |
|
|||
Outstanding at April 30, 2024 |
|
|
1,129 |
|
|
$ |
6.53 |
|
|
|
1.09 |
|
Granted |
|
|
724 |
|
|
|
9.08 |
|
|
|
|
|
Vested |
|
|
(711 |
) |
|
|
6.38 |
|
|
|
|
|
Forfeited |
|
|
(17 |
) |
|
|
7.72 |
|
|
|
|
|
Outstanding at April 30, 2025 |
|
|
1,125 |
|
|
$ |
8.24 |
|
|
|
1.30 |
|
During the fiscal year ended April 30, 2025, the fair value of RSU awards that vested was $6.0 million.
Restricted Stock Awards
The following summarizes RSA activities for the fiscal year ended April 30, 2025:
|
|
Number of Restricted |
|
|
Weighted |
|
|
Weighted |
|
|||
Outstanding at April 30, 2024 |
|
|
86 |
|
|
$ |
7.25 |
|
|
|
1.00 |
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
Vested |
|
|
(86 |
) |
|
|
7.25 |
|
|
|
|
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
|
|
Outstanding at April 30, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
During the fiscal year ended April 30, 2025, the fair value of RSA awards that vested was $627 thousand.
Market Condition-Based Restricted Stock Units
In the first quarter of 2022, we granted 600,000 shares of PSUs to certain members of our management team. Each PSU represents the right to one share of our common stock with vesting subject to: (a) the achievement of specified levels of the volume weighted average closing prices of our common stock during any 100 day-period between January 1, 2022 and January 1, 2027, subject to certification by the Compensation Committee (“Performance Milestones”); and (b) continued employment with us through the later of each achievement date or service vesting date, which occurs over a three (3) year period commencing on January 1, 2022.
The following table summarizes PSU activities for the fiscal year ended April 30, 2025:
|
|
Number of |
|
|
Weighted Average |
|
|
Weighted |
|
|||
Outstanding at April 30, 2024 |
|
|
400 |
|
|
$ |
3.63 |
|
|
|
0.42 |
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
Vested |
|
|
(400 |
) |
|
|
3.63 |
|
|
|
|
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
|
|
Outstanding at April 30, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
During the fiscal year ended April 30, 2025, the fair value of PSU awards that vested was $3.8 million.
Employee Stock Purchase Plan
Under the 1999 Employee Stock Purchase Plan (“ESPP”), eligible employees could purchase common stock through payroll deductions at a purchase price of 85% of the lower of the fair market value of our common stock at the beginning of the offering period or the purchase date. Participants could not purchase more than 2,000 shares in a six-month offering period or purchase stock having a value greater than $25,000 in any calendar year as measured at the beginning of the offering period. A total of 1.0 million shares of common stock were reserved for issuance under the ESPP. For the calendar year ended December 31, 2023, 1,298 shares were purchased under the ESPP. Effective February 1, 2023, our ESPP was discontinued, and 193,134 shares expired following the ESPP termination.
Stock-based Compensation Expense
Valuation and amortization methods Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The following table summarizes the stock-based compensation related to all of our stock-based awards and ESPP for the following periods (in thousands):
|
|
Fiscal Year |
|
|
Four Months |
|
|
Calendar Year |
|
|||
Stock options |
|
$ |
— |
|
|
$ |
(2 |
) |
|
$ |
(30 |
) |
RSUs, RSAs, and PSUs |
|
|
7,714 |
|
|
|
1,602 |
|
|
|
3,425 |
|
Total |
|
$ |
7,714 |
|
|
$ |
1,600 |
|
|
$ |
3,395 |
|
|
|
|
|
|
|
|
|
|
|
|||
Selling and administrative expenses |
|
$ |
7,714 |
|
|
$ |
1,600 |
|
|
$ |
3,395 |
|
Total |
|
$ |
7,714 |
|
|
$ |
1,600 |
|
|
$ |
3,395 |
|
At April 30, 2025, there was $3.6 million of unrecognized compensation cost adjusted for estimated forfeitures related to non-vested stock options, RSUs, RSAs, and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.3 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.
Barnes & Noble Education
Barnes & Noble Education has reserved 2,179,093 shares of its common stock for future grants in accordance with the Barnes & Noble Education Equity Incentive Plan. Types of equity awards that can be granted under the Barnes & Noble Education Equity Incentive Plan include options, restricted stock (“RS”), RSUs, performance shares (“PS”), PSUs, and phantom share units.
We recognize compensation expense for restricted stock awards and performance share awards ratably over the requisite service period of the award, which is generally three years. We recognize compensation expense for these awards based on the number of awards expected to vest, which includes an estimated average forfeiture rate. We calculate the fair value of these awards based on the closing stock price on the date the award was granted. For those awards with market conditions, we have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied.
Phantom Shares
Phantom share units (or “phantom shares”) were granted to Barnes & Noble Education employees. Each phantom share represents the economic equivalent to one share of BNED Common Stock and will be settled in cash based on the fair market value of a Barnes & Noble Education share of common stock at each vesting date in an amount not to exceed a specific value per share. The phantom shares vest and settle in three equal installments commencing one year after the date of grant. The fair value of the phantom shares was determined using the closing stock price of Barnes & Noble Education on the date of the award less the fair value of the call option which was estimated using the Black-Scholes model. The fair value of the liability for the cash-settled
phantom share unit awards will be remeasured at the end of each reporting period through settlement to reflect current risk-free rate and volatility assumptions.
At April 30, 2025, Barnes & Noble Education recorded an immaterial liability (Level 2 input) related to phantom share unit grants which is reflected in Accrued liabilities on the Consolidated Balance Sheet.
Restricted Stock Awards
A RS award is an award of BNED Common Stock that is subject to certain restrictions during a specified period. Restricted stock awards are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of unvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon (although payment may be deferred until the shares have vested) and are considered to be currently issued and outstanding. Restricted stock awards will have a minimum vesting period of one year.
A RSU is a grant valued in terms of BNED Common Stock, but no BNED Common Stock is issued at the time of grant. Each restricted stock unit may be redeemed for one share of BNED Common Stock once vested. Restricted stock units are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the units except in very limited circumstances and with the consent of the compensation committee. The BNED Common Stock shares associated with unvested restricted stock units have no voting rights but are entitled to receive dividends and other distributions thereon (although payment may be deferred until the units have vested). Restricted stock units generally vest over a period of three years, but will have a minimum vesting period of one year.
Stock Options
For stock options granted with an "at market" exercise price, Barnes & Noble Education determined the grant fair value using the Black-Scholes model and for stock options granted with "a premium" exercise price, Barnes & Noble Education determined the grant date fair value using the Monte Carlo simulation model. The fair value models for stock options use assumptions that include the risk-free interest rate, expected volatility, expected dividend yield, and expected term of the options. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected stock option term. The expected stock option term represents the weighted average period of time that stock options granted are expected to be outstanding, based on vesting schedules and the contractual term of the stock options. Volatility is based on the historical volatility of BNED Common Stock over a period of time corresponding to the expected stock option term. The stock options are exercisable in four equal annual installments commencing one year after the date of grant and have a ten year term. Holders are not entitled to receive dividends (if any) prior to vesting and exercise of the options.
Long-Term Incentive Compensation Activity
The following table presents a summary of awards activity related to the current Barnes & Noble Education Equity Incentive Plan (in thousands):
|
|
Restricted Stock Awards |
|
|
Restricted Stock Units |
|
|
Phantom Shares |
|
|
Performance Share Units |
|
||||||||||||||||||||
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
||||||||
Balance at June 10, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
4,853 |
|
|
$ |
503.72 |
|
|
|
468 |
|
|
$ |
850.00 |
|
|
|
— |
|
|
$ |
— |
|
Granted |
|
|
111,484 |
|
|
|
9.79 |
|
|
|
68,731 |
|
|
|
9.46 |
|
|
|
— |
|
|
|
— |
|
|
|
1,729,750 |
|
|
|
9.55 |
|
Vested |
|
|
(29,764 |
) |
|
|
9.79 |
|
|
|
(9,515 |
) |
|
|
147.17 |
|
|
|
(428 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
(2,076 |
) |
|
|
448.33 |
|
|
|
(40 |
) |
|
|
— |
|
|
|
(92,800 |
) |
|
|
9.61 |
|
Balance at April 30, 2025 |
|
|
81,720 |
|
|
|
9.79 |
|
|
|
61,993 |
|
|
|
12.39 |
|
|
|
— |
|
|
|
— |
|
|
|
1,636,950 |
|
|
|
9.55 |
|
During the fiscal year ended April 30, 2025, Barnes & Noble Education granted the following awards under their Barnes & Noble Education Equity Incentive Plan:
September 20, 2024 |
|
PSU Tranche #1 |
|
|
PSU Tranche #2 |
|
|
PSU Tranche #3 |
|
|||
Performance Milestone (VWAP) |
|
$ |
10.00 |
|
|
$ |
15.00 |
|
|
|
20.00 |
|
Valuation method utilized |
|
|
|
|
|
|
||||||
Risk-free interest rate |
|
|
3.53 |
% |
|
|
3.53 |
% |
|
|
3.53 |
% |
Company volatility |
|
|
119.84 |
% |
|
|
119.84 |
% |
|
|
119.84 |
% |
Derived service period |
|
1.0 year |
|
|
2.0 years |
|
|
3.0 years |
|
|||
Grant date fair value per award |
|
$ |
9.74 |
|
|
$ |
9.62 |
|
|
$ |
9.46 |
|
|
|
|
|
|
|
|
|
|
|
|||
February 21, 2025 |
|
PSU Tranche #1 |
|
|
PSU Tranche #2 |
|
|
PSU Tranche #3 |
|
|||
Performance Milestone (VWAP) |
|
$ |
10.00 |
|
|
$ |
15.00 |
|
|
|
20.00 |
|
Valuation method utilized |
|
|
|
|
|
|
||||||
Risk-free interest rate |
|
|
4.27 |
% |
|
|
4.27 |
% |
|
|
4.27 |
% |
Company volatility |
|
|
120.50 |
% |
|
|
120.50 |
% |
|
|
120.50 |
% |
Derived service period |
|
0.40 years |
|
|
0.67 years |
|
|
1.00 years |
|
|||
Grant date fair value per award |
|
$ |
10.10 |
|
|
$ |
10.02 |
|
|
$ |
9.94 |
|
|
|
|
|
|
|
|
|
|
|
|||
March 12, 2025 |
|
PSU Tranche #1 |
|
|
PSU Tranche #2 |
|
|
PSU Tranche #3 |
|
|||
Performance Milestone (VWAP) |
|
$ |
10.00 |
|
|
$ |
15.00 |
|
|
|
20.00 |
|
Valuation method utilized |
|
|
|
|
|
|
||||||
Risk-free interest rate |
|
|
4.13 |
% |
|
|
4.13 |
% |
|
|
4.13 |
% |
Company volatility |
|
|
120.51 |
% |
|
|
120.51 |
% |
|
|
120.51 |
% |
Derived service period |
|
0.41 years |
|
|
0.87 years |
|
|
1.21 years |
|
|||
Grant date fair value per award |
|
$ |
8.46 |
|
|
$ |
8.38 |
|
|
$ |
8.29 |
|
|
|
|
|
|
|
|
|
|
|
|||
March 31, 2025 |
|
PSU Tranche #1 |
|
|
PSU Tranche #2 |
|
|
PSU Tranche #3 |
|
|||
Performance Milestone (VWAP) |
|
$ |
10.00 |
|
|
$ |
15.00 |
|
|
|
20.00 |
|
Valuation method utilized |
|
|
|
|
|
|
||||||
Risk-free interest rate |
|
|
4.03 |
% |
|
|
4.03 |
% |
|
|
4.03 |
% |
Company volatility |
|
|
120.68 |
% |
|
|
120.68 |
% |
|
|
120.68 |
% |
Derived service period |
|
0.40 years |
|
|
0.63 years |
|
|
0.96 years |
|
|||
Grant date fair value per award |
|
$ |
10.41 |
|
|
$ |
10.32 |
|
|
$ |
10.24 |
|
|
|
Stock Options |
|
|||||||||
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|||
Balance at June 10, 2024 |
|
|
25,190 |
|
|
$ |
241.00 |
|
|
$ |
524.00 |
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
(6,978 |
) |
|
|
269.24 |
|
|
|
562.92 |
|
Expired |
|
|
(14,394 |
) |
|
|
222.71 |
|
|
|
496.92 |
|
Balance at April 30, 2025 |
|
|
3,818 |
|
|
|
261.35 |
|
|
|
552.07 |
|
Exercisable at April 30, 2025 |
|
|
3,200 |
|
|
|
248.85 |
|
|
|
533.70 |
|
The aggregate grant date fair value of stock options that vested for the fiscal year ended April 30, 2025, and the total fair value of vested share awards for the fiscal year ended April 30, 2025, were not material.
Long-Term Incentive Compensation Expense
We recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows (in thousand):
|
|
|
|
|
|
|
From June 10, 2024 to April 30, 2025 |
|
|
Stock-based awards |
|
|
|
|
Restricted stock expense |
|
$ |
667 |
|
Restricted stock units expense |
|
|
419 |
|
Performance share units expense (a) |
|
|
4,913 |
|
Stock option expense |
|
|
— |
|
Sub-total stock-based awards: |
|
$ |
5,999 |
|
Cash settled awards |
|
|
|
|
Phantom share units expense |
|
|
— |
|
Total compensation expense for long-term incentive awards |
|
$ |
5,999 |
|
Total unrecognized compensation cost related to unvested awards as of April 30, 2025, was $11.3 million and is expected to be recognized over a weighted-average period of 1.86 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2023 | Mar 11, 2024 | |
| 2020 | Mar 5, 2021 | |
| 2019 | Mar 6, 2020 | |
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.