STOCK BASED COMPENSATION	3 Months Ended
STOCK BASED COMPENSATION	Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	STOCK BASED COMPENSATION The Company sponsors two stock-based incentive compensation plans. The first plan is known as the 2013 Plan and was established by the Board of Directors of the Company in June 2013. The 2013 Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock. The amended plan was approved by stockholders. In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan. A total of 191,845 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding at March 31, 2025. At March 31, 2025, there were no shares available for grant under the 2013 Plan. In 2021, the Company adopted a new plan known as the 2021 Plan. The plan was established by the Board of Directors and approved by stockholders in August 2021. On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2021 Plan to increase the number of shares of common stock available for awards under the 2021 Plan by 1,950,000 shares for a total of 4,450,000 shares. A total of 1,500,037 shares of common stock underlying options and 614,465 shares of common stock underlying restricted stock unit awards were outstanding at March 31, 2025. At March 31, 2025, 1,183,398 shares were available for grant under the 2021 Plan. Stock Options The compensation expense that has been charged against income related to options for the three months ended March 31, 2025 and 2024 was $579 and $1,353, respectively. There is $2,897 of remaining expense related to unvested options to be recognized in the future over a weighted average period of 2 years. The total intrinsic value of outstanding options at March 31, 2025 was $2,394. The fair value of these instruments was calculated using the Black-Scholes option pricing model. During 2022, the Company granted certain performance-based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $8 in expense related to these options recorded during the quarter ended March 31, 2025. There was no expense related to these options for the three months ended March 31, 2024. Restricted Stock Units The Company recorded $979 and $1,671 in compensation expense related to restricted stock units for the three months ended March 31, 2025 and March 31, 2024, respectively. A total of $3,996 remains to be recognized at March 31, 2025 over a weighted average period of 1.81 years. During 2022, the Company granted certain performance-based restricted stock units, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $8 in expense related to these restricted stock units recorded during the quarter ended March 31, 2025. There was no expense related to these restricted stock units recorded for the three months ended March 31, 2024. Non-employee Directors Compensation The director's compensation program calls for the grant of restricted stock units with a one year vesting period. There was $173 and $199 included in the compensation expense discussed above related to director's compensation for the three months ended March 31, 2025 and March 31, 2024, respectively. Equity Award Modification On April 16, 2023, the Compensation Committee approved a grant to the Company’s then CEO of 86,685 restricted stock units and 161,698 stock options with a grant date fair value of $2,500 to vest over a three year period. Concurrently, the then CEO forfeited his October 2021 grant of 182,398 market-based restricted stock units. The forfeiture and accompanying grant were considered an equity modification according to ASC 718, Compensation-Stock Compensation (“ASC 718”). The additional compensation value created by the termination and issuance of new equity awarded, as measured using a Monte Carlo simulation, was approximately $1,900 in total. Under ASC 718 this results in a non-cash expense in current and future periods to be recognized over a three-year period. These expense values are reflected and included in the option and restricted stock expense values discussed above. At December 31, 2024, the remaining expense of $1,556 related to the October 2021 grant of market-based restricted stock units was accelerated upon the departure of the CEO. The expense for unvested stock-options and restricted stock units related to the April 2023 grant was reversed.

OptimizeRx Corp 10-Q