Identiv, Inc. Stock Compensation Disclosure
Note 9. Stock-Based Compensation
Stock Incentive Plan
The Company maintains a stock-based compensation plan, the 2011 Incentive Compensation Plan, as amended (the “2011 Plan”), to attract, motivate, retain and reward employees, directors and consultants by providing its Board or a committee of the Board the discretion to award equity incentives to these persons.
On June 6, 2011, the Company’s stockholders approved the 2011 Plan, which is administered by the Compensation Committee of the Board. The 2011 Plan provides that stock options, stock units, restricted shares, and stock appreciation rights may be granted to executive officers, directors, consultants, and other key employees. In aggregate, as of December 31, 2025, 933,553 shares were available for future grant under the 2011 Plan. As of December 31, 2025, the number of shares of common stock authorized for issuance under the 2011 Plan totaled 6,759,956 shares.
Stock Options
The following is a summary of stock option activity for the year ended December 31, 2025:
|
|
Number |
|
|
Average Exercise |
|
|
Weighted Average |
|
|
Aggregate |
|
||||
Balance as of January 1, 2025 |
|
|
444,460 |
|
|
$ |
4.36 |
|
|
|
1.43 |
|
|
$ |
— |
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Cancelled or Expired |
|
|
(444,460 |
) |
|
|
4.36 |
|
|
|
|
|
|
— |
|
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Balance as of December 31, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
Vested or expected to vest as of December 31, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
Exercisable as of December 31, 2025 |
|
$ |
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
Restricted Stock Units
The following is a summary of RSU activity for the year ended December 31, 2025:
|
|
Number |
|
|
Weighted Average |
|
||
Unvested as of January 1, 2025 |
|
|
806,985 |
|
|
$ |
6.31 |
|
Granted |
|
|
561,304 |
|
|
|
3.51 |
|
Vested |
|
|
(419,848 |
) |
|
|
5.83 |
|
Forfeited |
|
|
(156,787 |
) |
|
|
7.91 |
|
Unvested as of December 31, 2025 |
|
|
791,654 |
|
|
$ |
4.26 |
|
RSUs vested but not released |
|
|
171,232 |
|
|
$ |
4.78 |
|
The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s common stock at the date of grant. As of December 31, 2025, there was $2.4 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 1.7 years. No tax benefit was realized from RSUs for the year ended December 31, 2025.
Performance Stock Units
The Company grants PSUs to certain key employees that are subject to the attainment of performance goals established by the Company’s Compensation Committee, the periods during which performance is to be measured, and other limitations and conditions. Performance goals are based on pre-established objectives that specify the manner of determining the number of PSUs that will vest if performance goals are attained. If an employee terminates employment, the non-vested portion of the PSUs will not vest and all rights to the non-vested portion will terminate.
The following is a summary of PSU activity for the year ended December 31, 2025:
|
|
Number |
|
|
Weighted Average |
|
||
Unvested as of January 1, 2025 |
|
|
417,500 |
|
|
$ |
4.07 |
|
Granted |
|
|
20,000 |
|
|
|
3.51 |
|
Vested |
|
|
(105,000 |
) |
|
|
4.07 |
|
Forfeited |
|
|
(32,500 |
) |
|
|
4.07 |
|
Unvested as of December 31, 2025 |
|
|
300,000 |
|
|
$ |
4.03 |
|
As of December 31, 2025, there was $0.4 million of unrecognized compensation expense related to unvested PSUs, which is expected to be recognized or forfeited in the third quarter of 2026. No tax benefit was realized from PSUs for the year ended December 31, 2025.
Stock-Based Compensation Expense
The following table summarizes stock-based compensation expense related to stock options, RSUs, and PSUs included in the consolidated statements of comprehensive income (loss) (in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cost of revenue |
|
$ |
21 |
|
|
$ |
22 |
|
Research and development |
|
|
129 |
|
|
|
201 |
|
Selling and marketing |
|
|
317 |
|
|
|
848 |
|
General and administrative |
|
|
2,735 |
|
|
|
2,405 |
|
Stock-based compensation expense - continuing operations |
|
|
3,202 |
|
|
|
3,476 |
|
Stock-based compensation expense - discontinued operations |
|
|
— |
|
|
|
5,254 |
|
Total |
|
$ |
3,202 |
|
|
$ |
8,730 |
|
Restricted Stock Unit Net Share Settlements
During the years ended December 31, 2025 and 2024, the Company repurchased 128,526 and 423,679 shares, respectively, of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 26, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
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.