Stock-based Compensation | Stock-based Compensation The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations: Three months ended May 31, 2024 2023 Cost of revenue, excluding depreciation and amortization $ 898 $ 911 Product and technology 7,572 6,966 Sales and marketing 3,240 3,826 General and administrative 3,600 2,575 Total stock-based compensation $ 15,310 $ 14,278 In July 2020, the Company adopted the 2020 Equity Incentive Plan (the Incentive Plan), which authorized the Company to grant up to 4,300,000 shares of common stock to eligible employees, directors, and consultants to the Company in the form of stock options, restricted stock units, and other various equity awards, including any shares subject to stock options or other awards granted under the Company’s prior stock option plan that expire or terminate for any reason (other than being exercised in full) or are cancelled in accordance with the terms of the prior stock option plan. The Incentive Plan also includes an annual evergreen increase, and the amount, terms of grants, and exercisability provisions are determined by the board of directors. The term of an award may be up to 10 years and options generally vest over four years, with one quarter of an award vesting one year after grant and the remainder vesting on a monthly basis over three years. As of May 31, 2024, there was a total of 15,257,574 shares of common stock authorized for issuance under the Incentive Plan, of which 4,548,688 were available for future grants. (a) Stock Options The following is a summary of stock option activity under the Incentive Plan: Stock Options Weighted Weighted Aggregate Balance, February 29, 2024 6,171,653 $ 10.87 Exercised (14,327) 6.25 Forfeited (30,173) 17.51 Balance, May 31, 2024 6,127,153 $ 10.83 4.3 $ 7,370 For the three months ended May 31, 2024 and 2023, the Company recognized $1,508 and $2,215 in compensation expense related to stock options, respectively. As of May 31, 2024, approximately $3,527 of unrecognized compensation expense related to our stock options is expected to be recognized over a weighted average period of 1.0 years. The aggregate intrinsic value of stock options exercised was $42 and $3,132 for the three months ended May 31, 2024 and 2023, respectively. (b) PlushCare Stock Options In connection with the acquisition of PlushCare, Inc. (PlushCare) on June 9, 2021, the Company assumed all stock options that were awarded under the PlushCare Plan and that were outstanding as of the closing of the acquisition. These options were converted into options to purchase the Company’s common stock at a ratio determined in the purchase agreement. The Company has no intent to grant any further options under the PlushCare Plan beyond the options granted and outstanding as of the Company's acquisition of PlushCare. The following is a summary of stock option activity under the PlushCare Plan: Stock Options Weighted Weighted Aggregate Balance, February 29, 2024 53,269 $ 1.74 Exercised (23,161) $ 1.39 Balance, May 31, 2024 30,108 $ 2.02 5.7 $ 152 For the three months ended May 31, 2024 and 2023, the Company recognized $92 and $1,340, respectively, in compensation expense related to PlushCare stock options. As of May 31, 2024, approximately $120 of unrecognized compensation expense related to PlushCare stock options is expected to be recognized over a weighted average period of 0.5 years. The aggregate intrinsic value of stock options exercised was $166 and $535 for the three months ended May 31, 2024 and 2023, respectively. (c) Restricted Stock Units Time-based restricted stock units have generally been subject to a vesting period of two For two-year grants, one-eighth of an award generally vests quarterly for the first year after the grant with the remainder vesting ratably on a monthly basis over the subsequent year. For three-year grants, one-third of an award generally vests one year after grant with the remainder vesting ratably on a monthly basis over the subsequent two years. For four-year grants, one quarter of an award generally vests one year after grant and the remainder vests ratably on a monthly basis over the subsequent three years. The following is a summary of activity for the three months ended May 31, 2024: Restricted Stock Units Balance, February 29, 2024 5,031,140 Granted 116,092 Vested (435,627) Forfeited (64,551) Balance, May 31, 2024 4,647,054 For the three months ended May 31, 2024 and 2023, the Company recognized $9,536 and $6,679, respectively, in restricted stock unit compensation expense, with $47,860 remaining total unrecognized compensation costs related to these awards as of May 31, 2024. The total unrecognized costs are expected to be recognized over a weighted-average term of 1.8 years. The weighted average grant date fair value of restricted stock units granted during the three months ended May 31, 2024 was $8.65. In connection with the PlushCare acquisition, the agreement provided for the issuance of time-based restricted stock units for 64,694 shares of common stock to existing PlushCare shareholders upon the achievement of the contingent consideration revenue milestones. During the second quarter of fiscal 2024, 57,124 of these restricted stock units were issued. These restricted stock units are included in the table above. During fiscal 2024, performance-based restricted stock units were approved to be issued as part of the Company’s fiscal 2024 corporate bonus program. In association with the Company’s fiscal 2024 corporate bonus payout, 747,687 fully-vested RSUs were issued in May 2023. (d) Performance Stock Units During fiscal 2024, the Company granted performance stock units (PSUs) to the Company’s named executive officers. These PSUs will vest after the fiscal year ending February 28, 2026 based on achievement of performance metrics for revenue, Adjusted EBITDA, and Gross Dollar Retention for each of the fiscal years 2024, 2025, and 2026. Stock-based compensation costs associated with these PSUs are reassessed each reporting period based on estimated performance achievement. The number of PSUs that will be issued to executive officers at the end of the performance period will be between 0% and 200% of the grant based on the actual achievement of performance metrics. The following is a summary of activity for the three months ended May 31, 2024: Performance Stock Units Balance, February 29, 2024 276,480 Granted — Vested — Forfeited — Balance, May 31, 2024 276,480 Expense for these awards is recognized using graded amortization. For the three months ended May 31, 2024, the Company recognized $238 in PSU expense, respectively, related to these awards with $2,990 remaining total unrecognized compensation costs related to these awards as of May 31, 2024. The total unrecognized costs are expected to be recognized over a weighted-average term of 2.0 years. (e) Employee Stock Purchase Plan In July 2020, the Board of Directors adopted the Company’s 2020 Employee Stock Purchase Plan (the ESPP). As of May 31, 2024, there was a total of 3,839,393 shares of common stock authorized for issuance under the ESPP, of which 2,260,809 shares were available for future issuance . Under the ESPP, eligible employees can purchase the Company’s common stock through accumulated payroll deductions at such times as are established by the compensation committee. Eligible employees may purchase the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock on the first day of the offering period or on the last day of the offering period. Eligible employees may contribute up to 15% of their eligible compensation. Under the ESPP, a participant may not accrue rights to purchase more than $25,000 worth of the Company’s common stock for each calendar year in which such right is outstanding. Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective period. In accordance with the guidance in ASC 718-50 – Compensation – Stock Compensation , the ability to purchase shares of the Company’s common stock for 85% of the lower of the price on the first day of the offering period or the last day of the offering period (i.e. the purchase date) represents an option and , therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period. The Company recognized share-based compensation expense of $379 and $468 during the three months ended May 31, 2024 and 2023, respectively. During the three months ended May 31, 2024 and 2023, employees who elected to participate in the ESPP purchased a total of 529,741 and 280,162 shares of common stock, respectively, resulting in cash proceeds to the Company of $1,944 and $1,992, respectively. An additional $184 has been withheld via employee payroll deductions for those who have opted to participate in the next stock purchase plan period ending November 2024. (f) Other In connection with the acquisition of PlushCare on June 9, 2021, certain PlushCare individuals entered into agreements with the Company whereby these individuals are eligible to receive an aggregate of 806,161 shares that require continued employment with the Company. These shares are excluded from the above restricted stock units table. These shares are considered compensatory in the post business combination periods due to the additional service requirement for these individuals. One third of these shares vested on the first anniversary of the acquisition date, one third vested on the second anniversary of acquisition date, and one third vested on the third anniversary of the acquisition date. 2023 , respectively. The remaining unamortized compensation expense of $348 will be recognized in the second quarter of fiscal 2025. |