Common Stock and Stockholders' Equity | Common Stock and Stockholders’ Equity Stock Plans The Company’s 2023 Incentive Award Plan and 2023 Employment Inducement Incentive Award Plan (collectively, the “2023 Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. Previously, the Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (together with the 2023 Plans, collectively, the “Plans”) also provided for the issuance of such awards. The Company had 10,914,892 shares available for grant under the 2023 Plans at June 30, 2024. All stock-based awards to employees are measured based on the grant-date fair value, or replacement grant date fair value in relation to the Livongo transaction, and are generally recognized on a straight line basis in the Company’s Condensed Consolidated Statements of Operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each stock option and a three-year vesting period for each restricted stock unit (“RSU”)). The Company recognizes the forfeiture of stock-based awards as they occur. CEO New Hire Awards In connection with the commencement of employment of the Company's new Chief Executive Officer ("CEO") on June 10, 2024, the Company granted a new-hire incentive equity award to the CEO under the Company’s 2023 Employment Inducement Incentive Award Plan. Such award had an aggregate grant date target value of approximately $15.0 million and consisted of 939,849 performance stock units and 469,924 restricted stock units. The fair value of approximately one-fourth of the performance stock units has not yet been determined and will be after the performance criteria for those awards has been established. The expense recognition for all the performance stock units will begin at the start of their performance periods, which will be January 1, 2025. The restricted stock units issued to the CEO are expected to vest one-third on the first anniversary of the grant date and in eight substantially equal quarterly installments beginning on the 15-month anniversary of the grant date, in each case subject to the CEO's continued service on the applicable vesting date. The performance stock units issued to the CEO provide a target number of shares of the Company's common stock that would be earned at the end of a specified performance period based on (i) the Company's adjusted EBITDA for 2025 (“EBITDA PSUs”) and (ii) the Company's actual compound annual revenue growth rate during the period January 1, 2025 through December 31, 2027 (“Revenue CAGR PSUs”). Seven-twelfths of any earned EBITDA PSUs would vest on March 10, 2026 and the remaining five-twelfths would vest in five substantially equal quarterly installments over the subsequent 15 months. Any earned Revenue CAGR PSUs would vest on March 1, 2028. Stock Options Options issued under the Plans are exercisable for periods not to exceed 10 years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2023 4,182,187 $ 27.37 5.26 $ 13,732 Stock option grants 32,477 $ 20.66 N/A Stock options exercised (247,013) $ 10.84 N/A $ 674 Stock options forfeited (420,272) $ 38.85 N/A Balance at June 30, 2024 3,547,379 $ 27.24 4.27 $ 2,237 Vested or expected to vest at June 30, 2024 3,547,379 $ 27.24 4.27 $ 2,237 Exercisable at June 30, 2024 2,920,285 $ 26.95 3.35 $ 2,237 The total grant-date fair value of stock options granted during the three months ended June 30, 2024 and 2023 were $0.0 million and $0.6 million, respectively. The total grant-date fair value of stock options granted during the six months ended June 30, 2024 and 2023 were $0.4 million and $0.8 million, respectively. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The assumptions used are determined as follows: Volatility. The expected volatility was derived from the historical stock volatility of the Company’s stock over a period equivalent to the expected term of the stock option grants. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future and, therefore, it used an expected dividend yield of zero. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share: Six Months Ended 2024 2023 Volatility 67.86% - 67.94% 65.58% - 67.92% Expected term (in years) 4.3 4.3 Risk-free interest rate 3.85% - 3.90% 3.68% - 4.08% Dividend yield 0% 0% Weighted-average fair value of underlying stock options $11.55 $13.41 For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $2.2 million and $2.4 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $3.9 million and $4.7 million, respectively. As of June 30, 2024, the Company had $8.6 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 1.9 years. Restricted Stock Units The fair value of RSUs is determined on the date of grant. The Company records compensation expense on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at December 31, 2023 9,452,412 $ 34.70 Granted 5,188,724 $ 14.57 Vested and issued (3,688,952) $ 38.00 Forfeited (1,340,003) $ 28.14 Balance at June 30, 2024 9,612,181 $ 23.50 Vested and unissued at June 30, 2024 72,750 $ 42.97 Non-vested at June 30, 2024 9,539,431 $ 23.35 The total grant-date fair value of RSUs granted during the three months ended June 30, 2024 and 2023, was $8.5 million and $12.6 million, respectively. The total grant-date fair value of RSUs granted during the six months ended June 30, 2024 and 2023, was $75.6 million and $181.6 million, respectively. For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $39.2 million and $48.8 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $76.5 million and $87.4 million, respectively. As of June 30, 2024, the Company had $188.1 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.9 years. Performance Stock Units Stock-based compensation costs associated with the Company’s RSUs subject to performance criteria (“PSUs”) are initially determined using the fair market value of the Company’s common stock on the date the awards are granted (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement generally ranging from one The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally r anges from 0% to 200% of the initial grant. Stock compensation expense for PSUs is recognized on an accelerated tranche by tranche basis for performance-based awards. PSU activity under the Plans was as follows: Shares Weighted-Average Balance at December 31, 2023 1,452,387 $ 36.82 Granted (1) 2,102,495 $ 13.56 Vested and issued (226,597) $ 49.58 Forfeited (427,312) $ 20.80 Performance adjustment (2) (246,495) Balance at June 30, 2024 2,654,478 $ 19.56 Vested and unissued at June 30, 2024 — $ — Non-vested at June 30, 2024 2,654,478 $ 19.56 (1) Granted excludes 0.2 million target shares for which the performance criteria has not been established as of June 30, 2024. (2) Based on the Company's 2023 results, PSUs were attained at rates ranging from 0% to 85.2% of the target award. The total grant-date fair value of PSUs granted during the three months ended June 30, 2024 and 2023 was $8.1 million and $4.6 million, respectively. The total grant-date fair value of PSUs granted during the six months ended June 30, 2024 and 2023 was $28.5 million and $34.9 million, respectively. For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $0.3 million and $3.7 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $2.8 million and $7.2 million, respectively. As of June 30, 2024, the Company had $24.2 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 2.4 years. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan (“ESPP”) in connection with its initial public offering. At the Company’s 2023 annual meeting of stockholders, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares of the Company’s common stock available for issuance under the ESPP by 3,000,000. A total of 4,113,343 shares of common stock have been reserved for issuance under this plan as of June 30, 2024. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. During the three months ended June 30, 2024 and 2023, the Company issued 304,068 shares and 271,736 shares, respectively, under the ESPP. As of June 30, 2024, 2,496,713 shares remained available for issuance. For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $0.4 million and $0.9 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $1.2 million and $2.4 million, respectively. As of June 30, 2024, the Company had $0.8 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.4 years. Total compensation costs for stock-based awards were recorded as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 1,313 $ 1,243 $ 2,707 $ 2,596 Advertising and marketing 3,378 4,002 7,167 7,128 Sales 6,953 9,870 14,920 17,947 Technology and development 9,683 15,689 18,982 28,416 General and administrative 20,780 24,921 40,656 45,676 Total stock-based compensation expense 42,107 55,725 84,432 101,763 Capitalized stock-based compensation 3,390 4,982 7,287 9,578 Total stock-based compensation $ 45,497 $ 60,707 $ 91,719 $ 111,341 |