Stock Based Compensation | NOTE 9. STOCK-BASED COMPENSATION 2020 Omnibus Incentive Plan On August 5, 2020, the Company’s Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan,”). Under the 2020 Plan, employees, consultants and directors of the Company and our affiliates that perform services for us are eligible to receive awards. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards (“RSAs”), performance awards, other share-based awards (including restricted stock units (“RSUs”)) and other cash-based awards. The maximum number of shares available for issuance under the 2020 Plan may not exceed the sum of (i) 33,473,410 shares and (ii) 21,888,258 shares issued pursuant to restricted shares and the aggregate number of shares that may be issued pursuant to rights granted under the ESPP may not exceed 2,386,875 shares, subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization Stock Options Activity, excluding PSOs Stock options granted by the Company generally vest over four years with 25% of the option shares vesting each year. Options generally expire ten years from the date of the grant. The following is a summary of stock option activity, excluding PSOs, as of and for the three-months ended March 31, 2022 and 2021 ($ in millions): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2020 14,958,969 $ 21.01 9.60 $ 600.6 Granted 305,505 59.63 Exercised (53,307 ) 21.00 Forfeited (25,582 ) 21.07 Outstanding, March 31, 2021 15,185,585 $ 21.79 9.36 $ 494.9 Outstanding, December 31, 2021 14,945,566 $ 21.89 8.61 $ 177.2 Granted 1,591,865 15.75 Exercised (116,539 ) 21.14 Forfeited (70,612 ) 23.30 Outstanding, March 31, 2022 16,350,280 $ 21.29 8.51 $ 102.5 Exercisable, March 31, 2022 5,768,154 $ 21.50 8.35 $ 33.5 The aggregate intrinsic value of options exercised in the three-months ended March 31, 2022 and 2021 was $(1.6) million and $1.8 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the option and the closing price of the Company’s common stock on the date of exercise. The fair value of options granted for the three-months ended March 31, 2022 and 2021 was $12.5 million and $8.8 Performance Stock Options Activity In February 2022, the Company granted PSOs to certain of its executives, with 50% of the option shares vesting at the end of year two and the remaining 50% of the option shares vesting at the end of year three, subject in each case to the satisfaction of certain performance-based conditions. The PSOs generally expire ten years from the date of the grant. No PSOs were exercised during the three-months ended March 31, 2022, as none have yet vested. The fair value of performance stock options granted for the three-months ended March 31, 2022 was $25.8 million. The following is a summary of PSO activity as of and for the three-months ended March 31, 2022 ($ in millions): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2021 - $ - - $ - Granted 3,300,505 15.75 - - Vested - - - - Forfeited - - - - Outstanding, March 31, 2022 3,300,505 $ 15.75 9.89 $ 36.7 Exercisable, March 31, 2022 - $ - - $ - RSA Activity The RSAs were granted as part of the pre-IPO conversion. The following is a summary of RSA transactions as of and for the three-months ended March 31, 2022 and 2021: Unvested Shares Grant Date Fair Value Unvested, December 31, 2020 21,599,118 $ 11.77 Granted - - Vested (1,701,267 ) 1.50 Forfeited (43,447 ) 14.05 Unvested, March 31, 2021 19,854,404 $ 12.65 Unvested, December 31, 2021 16,090,990 $ 14.71 Granted - - Vested (1,035,910 ) 1.91 Forfeited (88,446 ) 17.16 Unvested, March 31, 2022 14,966,634 $ 15.58 RSU Activity RSUs granted generally vest ratably over four years. The following is a summary of RSU transactions as of and for the three- months ended March 31, 2022 and 2021: Unvested Shares Grant Date Fair Value Unvested, December 31, 2020 216,804 $ 32.21 Granted 182,272 59.63 Vested (17,864 ) 50.46 Forfeited (6,130 ) 21.52 Outstanding, March 31, 2021 375,082 $ 44.84 Unvested, December 31, 2021 476,628 $ 47.30 Granted 1,929,327 15.75 Vested (49,395 ) 58.39 Forfeited (11,188 ) 36.49 Unvested, March 31, 2022 2,345,372 $ 21.02 Employee Stock Purchase Plan On August 5, 2020, the Board of Directors adopted, and the OSH LLC’s and OSH MH LLC’s majority unitholders approved, the 2020 Employee Stock Purchase Plan (the “ESPP”) for the issuance of up to a total of 2,386,875 shares of our common stock. In addition, the number of shares available for issuance under the ESPP will be increased annually on January 1 of each calendar year beginning in 2021 and ending in and including 2030, by an amount equal to the lesser of (A) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by our Board of Directors. In no event will more than 30,000,000 shares of our common stock be available for issuance under the ESPP. Each offering period will be approximately six months in duration commencing on January and July 1 of each year and terminating on June 30 or December 31. The ESPP allows participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. The purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the grant date or purchase date. No shares of common stock have been purchased under our ESPP during the three-months ended March 31, 2022. Stock-Based Compensation Expense The following table is a summary of stock-based compensation expense by function (in millions): For the Three-Months Ended (dollars in millions) March 31, 2022 March 31, 2021 Cost of care, excluding depreciation and amortization $ 0.6 $ 0.3 Sales and marketing 0.6 0.8 Corporate, general and administrative 38.2 41.2 Total $ 39.4 $ 42.3 As of March 31, 2022 and 2021, the Company had approximately $153.3 million and $251.1 million, respectively, in unrecognized compensation expense related to all non-vested awards (RSAs, options, PSOs and RSUs) that will be recognized over the weighted-average period of 1.50 and 1.49 years, respectively. Valuation of Stock Options, excluding PSOs The grant date fair value of stock options that were granted post-IPO was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: March 31, 2022 March 31, 2021 Risk-free interest rate 1.86 % 0.79 % Volatility 50.00 % 50.00 % Expected term to expiration (years) 6.25 6.25 Expected dividend yield 0.00 % 0.00 % Estimated fair value $ 7.86 $ 28.69 Valuation of Performance Stock Options The grant date fair value of PSOs was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: March 31, 2022 Risk-free interest rate 1.86 % Volatility 50.00 % Expected term to expiration (years) 6.18 Expected dividend yield 0.00 % Estimated fair value $ 7.82 The valuation assumptions were determined as follows: Fair Value of Common Stock The fair value of the Company’s common stock is determined by the closing price, on the date before the grant, of its common stock, which is traded on the NYSE. Expected Term We determine the expected term of awards using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. Expected Volatility We use an average historical stock price volatility of a peer group of comparable publicly traded healthcare companies representative of our expected future stock price volatility, as we do not have sufficient trading history for our common stock. For purposes of identifying these peer companies, we consider the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, we measure historical volatility over a period equivalent to the expected term. Risk-Free Interest Rate The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with maturities similar to the expected term of the award. Expected Dividend Yield We have not paid and do not anticipate paying any dividends in the foreseeable future. Accordingly, we estimate the dividend yield to be zero. |