Stock-Based Compensation | Stock-Based Compensation In 2011, our board of directors adopted the Health Catalyst, Inc. 2011 Stock Incentive Plan (2011 Plan), which provided for the direct award, sale of shares and granting of RSUs and options for our common stock to our directors, team members, or consultants. In connection with our IPO, our board of directors adopted the 2019 Stock Option and Incentive Plan (2019 Plan). The 2019 Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce, including the grant of incentive and non-statutory stock options, restricted and unrestricted stock, RSUs, and stock appreciation rights to our directors, team members, or consultants. We initially reserved 2,756,607 shares of our common stock (2,500,000 under the 2019 Plan and 256,607 shares under the 2011 Plan that were available immediately prior to the IPO registration date). The 2019 Plan provides that the number of shares reserved available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2020, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. As of January 1, 2023, there were an additional 2,788,247 shares reserved for issuance under the 2019 Plan. As of December 31, 2023, 2022, and 2021, there were 20,717,667, 17,929,420, and 15,294,920 shares authorized for grant, respectively, and 3,831,444, 2,479,622, and 2,969,638 shares available for grant, respectively, under the 2019 Plan and 2011 Plan (collectively, the Stock Incentive Plan). The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Options $ 60 $ 2,722 $ 5,276 Restricted stock units (RSUs) 45,108 54,760 40,345 Performance-based restricted stock units (PRSUs) 1,304 5,209 10,944 Employee stock purchase plan 1,731 1,623 1,511 Restricted shares 7,553 7,790 7,069 Total stock-based compensation $ 55,756 $ 72,104 $ 65,145 Year Ended December 31, 2023 2022 2021 Cost of revenue $ 9,235 $ 10,288 $ 10,110 Sales and marketing 20,982 28,082 22,698 Research and development 11,213 12,938 10,213 General and administrative 14,326 20,796 22,124 Total stock-based compensation $ 55,756 $ 72,104 $ 65,145 For the years ended December 31, 2023, 2022, and 2021 we capitalized $0.9 million, $1.0 million, and $0.6 million respectively, of stock-based compensation as internal-use software. Stock options All options were granted with an exercise price determined by the board of directors that was equal to the estimated fair value of our common stock at the date of grant, based on the information known on the date of grant. Subject to certain exceptions defined in the Stock Incentive Plan related to an employee’s termination, options generally expire on the tenth anniversary of the applicable grant date. Our standard stock-based awards vest solely on a service-based condition. For these awards, we recognize stock-based compensation based on the grant date fair value of the awards and recognize that cost using the straight-line method over the requisite service period of the award. Awards that contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. The service-based condition is generally a service period of four years. The fair value of options, which vest in accordance with service schedules, was estimated on the date of grant or, when applicable, the modification date, using the Black-Scholes option pricing model. We account for forfeitures as they occur. All standard stock options outstanding at December 31, 2023 and 2022 are expected to vest according to their specific schedules. A summary of the share option activity under the Health Catalyst Stock Plan for the year ended December 31, 2023, is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2023 1,748,306 $ 11.51 4.9 $ 690,493 Options exercised (130,710) 7.27 Options cancelled/expired (221,144) 12.78 Outstanding at December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 Vested and expected to vest as of December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 Vested and exercisable as of December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 There were no stock options granted during the years ended December 31, 2023, 2022, and 2021. The aggregate intrinsic value of stock options exercised was $0.7 million, $3.9 million, and $67.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. The total grant-date fair value of stock options vested during the years ended December 31, 2023, 2022, and 2021 was $0.4 million, $5.2 million, and $6.8 million, respectively. As of December 31, 2023, all of our outstanding stock options were fully vested and there was no longer any related unrecognized compensation expense. Restricted stock units (RSUs) The service-based condition for restricted stock units (RSUs) is generally satisfied over four years with a cliff vesting period of one year and quarterly vesting thereafter. The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2023: Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2023 3,292,943 $ 29.71 RSUs granted 2,557,521 11.77 RSUs vested (1,992,587) 25.77 RSUs forfeited (746,293) 22.72 Unvested and outstanding at December 31, 2023 3,111,584 $ 19.16 During the years ended December 31, 2023, 2022, and 2021, we granted RSUs with a weighted-average grant date fair value of $11.77, $23.53, and $50.83, respectively, which represents the weighted-average closing price of our common stock on the grant date. The total grant date fair value of RSUs vested during the years ended December 31, 2023, 2022, and 2021 was $51.3 million, $59.2 million, and $38.1 million, respectively. As of December 31, 2023, we had $53.2 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of 2.1 years. Performance-based restricted stock units (PRSUs) During the year ended December 31, 2022, we granted PRSUs to all employees that included both service conditions and performance conditions related to company-wide goals for the year ended December 31, 2022. These PRSUs vested to the extent the applicable performance conditions were achieved for the year ended December 31, 2022 and if the individual employee continued to provide services to us through the vesting date of March 1, 2023. The percentage of PRSUs that ultimately vested from the 2022 PRSU grants based on our performance during the year ended December 31, 2022 against the pre-established targets ranged from 0% for named executive officers to approximately 42% for other eligible employees. During fiscal 2022, we also granted additional executive PRSUs based on the same performance conditions described above, but with an extended four-year service condition whereby one quarter of such shares were scheduled to vest on March 1, 2023, and the remainder in quarterly installments thereafter. However, due to the year ended December 31, 2022 pre-established thresholds not being met, 0% of these executive PRSUs granted in 2022 will vest. During the year ended December 31, 2023, certain named executive officers and other leadership team members were granted executive PRSUs with a measurement period of three years that include service conditions, performance conditions, and market conditions. The vesting of these PRSUs will be determined based on market-based targets for total shareholder return (TSR) achievement and financial performance targets for revenue growth rate achievement and Adjusted EBITDA margin achievement. Each of the three market and performance targets are weighted equally and these PRSUs may vest in an amount up to the amount granted, subject to satisfaction of the pre-established targets. The number of PRSUs that will vest for the 2023, 2024, and 2025 vesting periods will be calculated as follows: (i) the market/performance achievement for the applicable vesting period, multiplied by (ii) approximately 33.33% of the PRSUs for each of the 2023, 2024 and 2025 vesting periods, each rounded to the nearest whole share. The fair value of the market-based tranches included in the 2023 executive PRSUs is estimated on the date of grant using the Monte Carlo simulation valuation model with the following assumptions for the year ended December 31, 2023: Year Ended December 31, 2023 Expected volatility 61.7% Expected term (in years) 1-3 Risk-free interest rate 4.38% - 5.01% Expected dividends — The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the year ended December 31, 2023: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2023 534,380 $ 25.45 PRSUs granted 226,071 12.42 PRSUs vested (192,093) 25.24 PRSUs forfeited (379,825) 23.98 Unvested and outstanding at December 31, 2023 188,533 $ 12.99 During the years ended December 31, 2023, 2022, and 2021 we granted PRSUs with a weighted-average grant date fair value of $12.42 and $25.46, and $50.24 respectively, which represents the weighted-average closing price of our common stock on the grant date for performance-based tranches and the estimated fair value using a Monte Carlo simulation valuation model for the market-based tranches. The total grant date fair value of PRSUs vested during the years ended December 31, 2023 and 2022 was $4.8 million and $13.0 million, respectively. As of December 31, 2023, we had $1.1 million of unrecognized stock-based compensation expense related to outstanding PRSUs expected to be recognized over a remaining weighted-average period of 1.5 years. Employee stock purchase plan In connection with our IPO in July 2019, our board of directors adopted the ESPP and a total of 750,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of common stock available for issuance under the ESPP will be increased on the first day of each calendar year beginning January 1, 2020 and each year thereafter until the ESPP terminates. The number of shares of common stock reserved and available for issuance under the ESPP shall be cumulatively increased by the least of (i) 750,000 shares, (ii) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (iii) such lesser number of shares of common stock as determined by the ESPP Administrator. As of January 1, 2023, the number of shares of common stock available for issuance under the ESPP increased by 557,649 shares. The ESPP generally provides for six-month offering periods. The offering periods generally start on the first trading day after June 30 and December 31 of each year. The ESPP permits participants to elect to purchase shares of common stock through fixed percentage contributions from eligible compensation during each offering period, not to exceed 15% of the eligible compensation a participant receives during an offering period or accrue at a rate which exceeds $25,000 of the fair value of the stock (determined on the option grant dates(s)) for each calendar year. A participant may purchase the lowest of (i) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the option price, (ii) 2,500 shares; or (iii) such other lesser maximum number of shares as shall have been established by the ESPP Administrator in advance of the offering period. Amounts deducted and accumulated by the participant will be used to purchase shares of common stock at the end of each offering period. The purchase price of the shares will be 85% of the lower of the fair value of common stock on the first trading day of each offering period or on the purchase date. Participants may end their participation at any time during an offering period and will be paid their accumulated contributions that have not been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The fair value of the purchase right for the ESPP option component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Expected volatility 54.3%-99.4% 37.5%-75.8% 33.8%-40.4% Expected term (in years) 0.5 0.5 0.5 Risk-free interest rate 4.8%-5.5% 0.2%-2.5% 0.1% Expected dividends — — — Expected volatility estimates were based on the historical volatility of our common stock as of the beginning of each respective offering period. The expected term of the ESPP option component was based on the six-month offering period and the risk-free rate represented the yield on U.S. Treasury bonds with maturity equal to the expected term as of the beginning of each respective offering period. During the year ended December 31, 2023, we issued 419,680 shares under the ESPP, with a weighted-average purchase price per share of $8.55. Total cash proceeds withheld from employees for the purchase of shares under the ESPP in 2023 were $3.6 million. As of December 31, 2023, 1,470,158 shares are reserved for future issuance under the ESPP. Restricted shares As part of the Able Health acquisition that closed on February 21, 2020, 179,392 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to one year of continuous service by the applicable team members. As part of the Vitalware acquisition that closed on September 1, 2020, 203,997 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. 75% of these restricted shares vested on a monthly basis over a term of approximately one year and the remaining 25% vested on the one year anniversary of the acquisition closing date. As part of the Twistle acquisition that closed on July 1, 2021, 67,939 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to one year or, in some instances, eighteen months of continuous service and the restricted shares were released on the eighteen-month anniversary of the acquisition closing date. As part of the KPI Ninja acquisition that closed on February 24, 2022, 356,919 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares is subject to continuous service with 25% vesting upon each six-month anniversary of the acquisition close date. As part of the ARMUS acquisition that closed on April 29, 2022, 235,330 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to eighteen months of continuous service with cliff vesting upon the eighteen-month anniversary of the acquisition close date. As part of the ERS acquisition that closed on October 2, 2023, 175,901 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was originally subject to eighteen months of continuous service with cliff vesting upon the eighteen As of December 31, 2023, we had $2.0 million of unrecognized stock-based compensation expense related to outstanding restricted shares expected to be fully recognized during the first quarter of 2024. |