Nuvve Holding Corp.NVVE
Nuvve Holding Corp. Stock Compensation Disclosure
Share-Based Compensation
As of December 31, 2024, there was zero of total unrecognized compensation cost related to nonvested restricted stock.
In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share-based awards to employees, consultants, and directors. In November 2020, the Company’s Board of Directors extended the term of the 2010 Plan to July 1, 2021. In 2021, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors. In June 2023, the 2020 Plan was amended, as approved by shareholders, to increase the common shares reserved for issuance under the plan by 10,000 shares. As of December 31, 2024, there is an aggregate of 63,497 common shares reserved for issuance under the 2020 Plan and may reset on January 1 of each year, based on a formula set forth in the Equity Incentive Plan. All options granted to date have a ten year contractual life and vesting terms of four years. In general, vested options expire if not exercised 90 days after termination of service. Forfeitures are accounted for as they occur. As of December 31, 2024, a total of 55,398 shares of common stock remained available for future issuance under the 2020 Plan.
Share-based compensation expense recognized in selling, general, and administrative, and research and development are as follows:
| Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Options | $ | 2,370,564 | $ | 2,676,963 | ||||||||||
| Restricted stock | 249,395 | 1,616,782 | ||||||||||||
| Stock options - modified options | 169 | 43,139 | ||||||||||||
| Profit interest units | — | (229,250) | ||||||||||||
| Total | $ | 2,620,127 | $ | 4,107,634 | ||||||||||
The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Black-Scholes option pricing model to calculate the fair value of stock options granted for the year ended December 31, 2024 the 2020 Plan.
There were no options granted during the year ended December 31, 2024.
The following is a summary of the stock option activity under the 2010 Plan for the year ended December 31, 2024:
| Shares | Weighted- Average Exercise Price per Share($) | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value($) | ||||||||||||||||||||
| Outstanding - December 31, 2023 | 1,916 | 1,033.98 | 3.53 | — | |||||||||||||||||||
| Granted | — | — | — | — | |||||||||||||||||||
| Exercised | — | — | — | — | |||||||||||||||||||
| Forfeited | — | — | — | — | |||||||||||||||||||
| Expired/Cancelled | — | — | — | — | |||||||||||||||||||
| Outstanding - December 31, 2024 | 1,916 | 1,033.98 | 2.54 | — | |||||||||||||||||||
| Options Exercisable at December 31, 2024 | 1,916 | 1,033.98 | 2.54 | — | |||||||||||||||||||
Option Vested at December 31, 2024 | 1,916 | 1,033.98 | 2.54 | — | |||||||||||||||||||
The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2024:
| Shares | Weighted- Average Exercise Price per Share ($) | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value($) | ||||||||||||||||||||
| Outstanding - December 31, 2023 | 4,931 | 3,773.62 | 7.91 | — | |||||||||||||||||||
| Granted | — | — | 0.00 | — | |||||||||||||||||||
| Exercised | — | — | — | — | |||||||||||||||||||
| Forfeited | (100) | 618.64 | — | — | |||||||||||||||||||
| Expired/Cancelled | (88) | 1,900.59 | — | — | |||||||||||||||||||
| Outstanding - December 31, 2024 | 4,743 | 3,874.89 | 6.68 | — | |||||||||||||||||||
| Options Exercisable at December 31, 2024 | 3,415 | 5,024.23 | 6.39 | — | |||||||||||||||||||
Option Vested at December 31, 2024 | 3,415 | 5,024.23 | 6.39 | — | |||||||||||||||||||
There were no options granted during the year ended December 31, 2024.
During the year ended December 31, 2021, 4,100 options were modified to lower the exercise price by $240.00 per share, which will result in $246,000 of incremental compensation cost to be recognized over the remaining vesting period. The amount of additional compensation expense for the year ended December 31, 2024 and December 31, 2023, respectively, was $169 and $43,139, respectively.
Other Information:
| Years Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
| Amount received from option exercised | $ | — | $ | — | ||||||||||||||||
| December 31, 2024 | Weighted average remaining recognition period | |||||||||||||||||||
| Total unrecognized options compensation costs | $ | 593,163 | 0.35 | |||||||||||||||||
No amounts relating to the 2010 Plan or 2020 Plan have been capitalized.
A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2023, and changes during the year ended December 31, 2024, is presented below:
| Shares | Weighted- Average Grant Date Fair Value($) | ||||||||||
Nonvested at December 31, 2023 | 1,051 | 2,206.09 | |||||||||
| Granted | — | — | |||||||||
| Vested/Release | (36) | 1,420.98 | |||||||||
| Cancelled/Forfeited | (1,015) | 266.19 | |||||||||
Nonvested and Outstanding at December 31, 2024 | — | — | |||||||||
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.