Blade Air Mobility, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity Compensation Plans

The Company maintains the 2021 Omnibus Incentive Plan (the “2021 Plan”), which has been approved by our stockholders and provides for the issuance of shares of common stock to our employees, officers, directors, consultants and advisors, subject to its terms. The 2021 Plan is administered by the Compensation Committee of our Board of Directors. Awards granted under the 2021 Plan are subject to individual award agreements that, among other things, specify the conditions for vesting, termination and forfeiture. The requisite vesting periods for time-based awards made to date range from vesting on grant date to as late as four years from the date of grant. The expiration date of the 2021 Plan, on and after which date no awards may be granted under the 2021 Plan, is May 7, 2031 (the tenth anniversary of the effective date of the 2021 Plan); provided, however, that such expiration shall not affect awards then outstanding under the 2021 Plan, and the terms and conditions of the 2021 Plan shall continue to apply to such awards.

The number of shares of our common stock available for issuance under the 2021 Plan (the “Absolute Share Limit”) automatically increases on the first day of each fiscal year by the lesser of (a) 4,653,484 shares of common stock, (b) 5% of the total number of shares of common stock outstanding on the last year of the immediately preceding fiscal year and (c) a lower number of shares of common stock as determined by our Board of Directors. The Absolute Share Limit is also automatically increased by any shares of common stock underlying awards outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) that, on or after the effective date of the 2021 Plan, expire or are canceled, forfeited, terminated, settled in cash or otherwise settled without issuance to the holder. Pursuant to the annual automatic increase feature of the 2021 Plan, our Board of Directors approved an increase of 3,756,471 shares of common stock available for issuance under the 2021 Plan, effective January 1, 2024, for a total of 20,521,493 shares available for issuance under the 2021 Plan as of such date.

Stock Option Awards

All of the outstanding stock options awards are fully vested. To date, there have been no stock option awards granted under the 2021 Plan (as defined above).

Following is a summary of stock option activities for the nine months ended September 30, 2024:


	Options	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Life (years)	Intrinsic Value
Outstanding – January 1, 2024	7,217,074	$	0.19	$	0.21	3.5

Exercised	(690,463)	0.18		0.20
Forfeited	—	—		—
Outstanding – September 30, 2024	6,526,611	$	0.19	$	0.21	2.7	$	17,956
Exercisable as of September 30, 2024	6,526,611	$	0.19	$	0.21	2.7	$	17,956

For the three and nine months ended September 30, 2024 and 2023, the Company recorded no stock option expense.

Restricted Stock

During the three months ended September 30, 2024, the Company granted an aggregate of 667,993 of the Company's restricted stock units (“RSUs”) to various employees, officers, directors, consultants, and service providers. The RSUs have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant.

Performance-Based Restricted Stock Units (“PSUs”) were granted in the first quarter of 2024 to named executive officers and key employees under the 2021 Plan, with a four-year service period ending on December 31, 2027. The PSUs will vest subject to the achievement of certain financial performance metrics by the Company. Each PSU represents the right to receive one share of the Company’s common stock. The grant date fair value of these PSUs was $3.94 per share. Compensation expense associated with the PSUs is recognized over the service period of the awards that are ultimately expected to vest when the related performance objective is met.


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Non-vested – January 1, 2024	5,259,982	$	4.99
Granted	7,947,254	3.70
Vested	(2,167,937)	4.82
Forfeited	(926,934)	3.72
Non-vested – September 30, 2024 (1)	10,112,365	$	4.13

(1) 4,821,426 are PSUs that will vest subject to the achievement of certain financial performance metrics by the Company as discussed above.

For the three months ended September 30, 2024 and 2023, the Company recorded $5,402 and $3,330, respectively, in employee and officers restricted stock compensation expense. For the nine months ended September 30, 2024 and 2023, the Company recorded $15,367 and $9,348, respectively, in employee and officers restricted stock compensation expense. As of September 30, 2024, unamortized stock-based compensation costs related to restricted share arrangements was $34,736 and will be recognized over a weighted average period of 2.8 years.

Stock-Based Compensation Expense

Stock-based compensation expense for stock options and restricted stock units in the unaudited interim condensed consolidated statements of operations is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Software development	$	118	$	147	$	199	$	608
General and administrative (1)	5,089		2,903		14,406		7,915
Selling and marketing	138		280		829		486
Total stock-based compensation expense (2)	$	5,345	$	3,330	$	15,434	$	9,009

(1) For the nine months ended September 30, 2023, the Company included a credit of $339 in connection with the settlement of the equity-based portion of contingent consideration related to the acquisition of Trinity that was paid in the first quarter of 2023 in respect of 2022 results.

(2) Total stock-based compensation expenses for the three and nine months ended September 30, 2024 include ($57) and $67 accrued expenses, respectively.