Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation and Other Employee Benefits

v3.20.4
Stock-Based Compensation and Other Employee Benefits
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation and Other Employee Benefits STOCK-BASED COMPENSATION AND OTHER EMPLOYEE BENEFITS
In 2000, our Board of Directors approved our 2000 Stock Incentive Plan (the “2000 Plan”) and between 2000 and 2010 authorized us to reserve a total of 28,500 shares of our then authorized common stock, par value $0.0001 per share for issuance under the 2000 Plan. The 2000 Plan provided for the issuance of restricted stock grants, incentive stock options and nonqualified stock options. The last grant of stock options or restricted awards under the 2000 Plan occurred in 2010 and the remaining options outstanding under this plan were exercised during the year ended December 31, 2020, so there are no options outstanding under this plan.
Our 2010 Stock Incentive Plan (the “2010 Plan”) was adopted by our Board of Directors in May 2010 and approved by our stockholders in June 2010. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, performance-based stock options, restricted stock awards and other stock-based awards. Upon its effectiveness, 10,000 shares of our Class A common stock were reserved for issuance under the 2010 Plan. As of December 31, 2020, we granted options to purchase 5,461 shares of Class A common stock and there were no longer shares available for grant under the 2010 Plan.
Our 2020 Stock Incentive Plan (the “2020 Plan”), was adopted by our Board of Directors in February 2020 and approved by our stockholders in May 2020. The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards and other stock-based awards. Upon its effectiveness, 5,000 shares of our Class A common stock were reserved for issuance under the 2020 Plan. As of December 31, 2020, we granted options to purchase 210 shares of Class A common stock and had 4,790 shares available for grant under the 2020 Plan.
Stock Options
We did not grant awards to individuals who were not either an employee or director of ours during the years ended December 31, 2020, 2019 and 2018.
The following table summarizes the collective activity under the plans:
Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding at December 31, 2017 3,834  $ 7.367 
Granted 518  10.878 
Exercised (909) 7.367 
Forfeited (87) 4.726 
Expired (51) 9.146 
Outstanding at December 31, 2018 3,305  8.050 
Granted 1,330  14.026 
Exercised (916) 7.362 
Forfeited (210) 8.070 
Expired (4) 9.904 
Outstanding at December 31, 2019 3,505  10.524 
Granted 406  25.668 
Exercised (946) 9.491 
Forfeited (49) 13.251 
Expired —  — 
Outstanding at December 31, 2020 2,916  $ 12.919  7.1 years $ 114,659 
Options exercisable at December 31, 2020 1,004  $ 7.877  4.6 years $ 44,555 
Expected to vest at December 31, 2020 1,912  $ 15.568  8.4 years $ 70,103 
 
The following table sets forth additional disclosures about our plans:
Year Ended December 31,
2020 2019 2018
Aggregate intrinsic value of options exercised $ 19,762  $ 7,154  $ 5,588 
Cash received from stock option exercises $ 8,995  $ 6,742  $ 6,696 
Weighted-average fair value of stock options granted $ 11.52  $ 6.33  $ 5.20 
Stock-based compensation expense (1)
$ 1,933  $ 1,620  $ 1,258 
(1) Included in selling, general and administrative expenses in the accompanying consolidated statements of income and includes expense in connection with our ESPP.
Under the terms of our 2010 Plan and 2020 Plan, all options expire if not exercised within ten years after the grant date. During 2011, we began awarding options which typically vest over a five-year period on an annual ratable basis. From time to time, we award options providing for vesting over three years, with one-third vesting on each of the first three anniversaries of the grant date. During the year ended December 31, 2019, we granted 1,000 common stock options to certain employees and directors under our 2010 Stock Incentive Plan, which have a contractual life of ten years and vest based upon the achievement of specific
performance goals over three years. If the employee ceases to be employed by us for any reason before vested options have been exercised, the employee has 90 days to exercise options that have vested as of the date of such employee’s termination or they are forfeited.
During August and September 2019, our Chief Executive Officer (“CEO”), who is also a significant shareholder of Ameresco, exercised a nonqualified option to purchase 600 shares of our Class A common stock. In November 2019, we paid the required withholding taxes of $2,292 to the Internal Revenue Service on the compensation element resulting from such exercise without a corresponding withholding from the CEO due to an administrative oversight. Accordingly, we recorded a reimbursement due from the CEO as of December 31, 2019 of $2,292, which was included in prepaid expenses and other current assets in the accompanying consolidated balance sheet and was repaid in full in January 2020.
We use the Black-Scholes option pricing model to determine the weighted-average fair value of options granted. We recognize the compensation cost of stock-based awards on a straight-line basis over the requisite service period of the award.
The determination of the fair value of stock-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.
The following table sets forth the significant assumptions used in the model:
  Year Ended December 31,
  2020 2019   2018
Expected dividend yield —% —% —%
Risk-free interest rate
0.35% -0.76%
1.60%-2.39%
2.71%-3.00%
Expected volatility
43%-48%
43%-44%
43%-45%
Expected life 6.5 years 6.5 years 6.5 years
 
We will continue to use judgment in evaluating the expected term and volatility related to stock-based compensation on a prospective basis and incorporate these factors into the Black-Scholes pricing model. We record forfeitures as they occur. Higher volatility and longer expected lives result in an increase to stock-based compensation expense determined at the date of grant.
As of December 31, 2020, there was approximately $12,103 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 2.4 years.
Employee Stock Purchase Plan
Our 2017 Employee Stock Purchase Plan permits eligible employees to purchase up to an aggregate of 200 shares of the Company’s Class A common stock. In May 2020, we amended our ESPP, which permits eligible employees to purchase up to an aggregate of 350 shares of our Class A common stock. This plan commenced December 1, 2017 and was subsequently amended in August 2018. The ESPP allows participants to purchase shares of common stock at a 5% discount from the fair market value of the stock as determined on specific dates at six-month intervals.
During the years ended December 31, 2020 and 2019, we issued 49 shares in each year under the ESPP. As of December 31, 2020 and 2019, the amount that had been withheld from employees for future purchases under the ESPP was $99 and $62, respectively.
Other Employee Benefits
We maintain a qualified 401(k) plan covering eligible U.S. employees who have completed the minimum service requirement, as defined by the plans. The plans require us to contribute 100% of the first six percent of base compensation that a participant contributes to the plans.
In 2016, we established a Group Personal Pension Plan for employees in the U.K., for eligible employees who may contribute a portion of their compensation, subject to their age and other limitations established by HM Revenue & Customs. The plan requires us to contribute 100% of the first six percent of base compensation that a participant contributes to the plans.
We also have a Registered Retirement Savings Plan for employees in Canada, for eligible employees who may contribute a portion of their compensation. The plan requires us to contribute 100% of the first six percent of base compensation that a participant contributes to the plans.
The following table sets forth our matching contributions under the plans:
Year Ended December 31,
2020 2019 2018
401(k) plan $ 5,650  $ 5,452  $ 4,957 
Group Personal Pension Plan 202  190  161 
Registered Retirement Savings Plan 348  356  351 
Total matching contributions $ 6,200  $ 5,998  $ 5,469