Share-Based Compensation | 23. Share-Based Compensation 2021 Incentive Plan The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) allows us to make equity and equity-based incentive awards to officers, employees, directors and consultants. There were 15,000,000 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan as of February 28, 2022. The "evergreen" provision of the 2021 Incentive Plan provides for an annual automatic increase to the number of shares of Class A Common Stock available under the plan. As of March 1, 2022 and 2023, an additional 4,849,684 shares and 7,304,646 shares were reserved for issuance under the "evergreen " provision, respectively. Shares issued under the 2021 Incentive Plan can be granted as stock options, restricted stock awards, restricted stock units, performance stock awards, cash awards and other equity-based awards. No award may vest earlier than the first anniversary of the date of grant, expect under limited conditions. Our board of directors, or its expressly approved delegees, have approved the grant of options and RSUs under the 2021 Incentive Plan. Options The options are either performance-based or time-based. The fiscal year 2022 options were performance-based and measured based on obtaining an organic growth target over a one-year period. The fiscal year 2023 options were performance-based and measured based on obtaining organic growth, adjusted EBITDA and net booking targets over a one-year period. A quarter of the options vest at the end of the performance period and the remaining options will vest equally over the following three years . The fiscal year 2024 options are time-based with one-third of the options vesting at the end of the first year with the remaining options vesting ratably each quarter over the remaining two-years . Our executive officers and senior management are granted these performance-based and time-based options. The performance target is set at 100 % at the grant date, and the probability of meeting the performance target is remeasured each quarter over the performance period and adjusted if needed. The performance target for the options granted during May 2021 was finalized in April 2022 above 100 % and adjusted accordingly. The performance target for the options granted in May 2022 was finalized in April 2023 below 100 % and adjusted accordingly. As of May 31, 2023, there were 905,208 unvested performance-based options and 1,168,885 unvested t ime-based options. RSUs The RSUs are either performance-based or time-based. The fiscal year 2022 performance-based RSUs were measured based on obtaining an organic growth target over a one-year period. The fiscal year 2023 performance-based RSUs were measured based on obtaining an organic growth, adjusted EBITDA and net bookings target over a one-year period. The fiscal year 2024 performance-based RSUs are measured based on obtaining an organic subscription revenue growth, constant currency adjusted EBITDA and net bookings target over a one-year period. A quarter of the RSUs will vest at the end of the performance period and the remaining RSUs will vest equally over the following three years. The performance target is set at 100 % at the date of grant, and the probability of meeting the performance target is remeasured each quarter over the performance period and adjusted if needed. The performance target for the performance-based RSUs granted during May 2021 was finalized in April 2022 above 100 % and adjusted accordingly. The performance target for the performance-based RSUs granted in May 2022 was finalized in April 2023 below 100 % and adjusted accordingly. The time-based RSUs for executive officers, senior management and employees granted during fiscal years 2022 and 2023 vest ratably over a three-year period. Beginning in fiscal year 2024, the time-based RSUs for executive officers, senior management and employees will vest one-third at the end of the first year and then ratably each quarter over the remaining two years. The time-based RSUs for non-employee directors of our board of directors have a one-year vesting period. As of May 31, 2023, there were 2,381,943 performance-based RSUs and 5,789,787 time- based RSUs that were vested or expected to vest. During fiscal 2023, our board of directors approved a company-wide share-based grant under our 2021 Incentive Plan. Under the grant, approximately 3,800 employees were eligible to receive a stock award subject to approval by the board of directors as part of their compensation package. For fiscal 2023, our board of directors approved a grant on October 1, 2022 of 1,653,982 time-based RSUs to the employees who had not previously received a fiscal year 2023 equity grant. For those employees based in China, 25,045 cash-settled RSUs w ere granted. The time-based and cash-settled RSUs will vest ratably over a three-year period. The cash-settled RSUs must be settled in cash and are accounted for as liability-type awards. The fair value of these cash-settled RSUs equals the value of our Class A Common Stock on the date of grant and is remeasured at the end of each reporting period at fair value. The change in fair value will be recorded in share-based compensation expense in the Condensed Consolidated Statements of Operations. The liability for the cash-settled RSUs was negligible as of May 31, 2023 and is included in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets. As of May 31, 2023, there w ere 22,621 unves ted cash-settled RSUs with a total intrinsic value of $ 0.1 mi llion. As of May 31, 2023, there w ere 13,122,982 shares of Class A Common Stock available for grant under the 2021 Incentive Plan. As previously disclosed in our 2022 Form 10-K in Item 9B., Other Information , our former Chief Financial Officer entered into a Transition Agreement in which all of his outstanding stock awards accelerated vesting to August 31, 2022. Additionally, the exercise period for his options was extended from 90 days to one year with exercises permitted through August 31, 2023 . Activity under the 2021 Incentive Plan related to options was as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2023 4,833 $ 8.42 8.5 Granted 1,169 4.62 Forfeited/Expired ( 2,938 ) 7.78 Balance, May 31, 2023 3,064 $ 7.59 8.1 Vested and exercisable as of May 31, 2023 990 $ 9.63 6.1 Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2022 2,524 $ 9.83 9.0 Granted 3,275 7.76 Forfeited ( 875 ) 9.82 Balance, May 31, 2022 4,924 $ 8.46 9.6 As of May 31, 2023, there was $ 6.2 million of unrecognized compensation cost related to unvested options. The aggregate intrinsic value of outstanding stock option awards and the vested and exercisable stock option award s was zero as of May 31, 2023 since our Class A Common Stock price was less than the exercise price of the stock option awards. Activity under the 2021 Incentive Plan related to RSUs was as follows: Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2023 6,475 $ 8.44 2.4 Granted 5,526 6.16 Added by performance factor 39 9.02 Released ( 1,190 ) 9.60 Canceled and forfeited ( 1,398 ) 8.03 Balance, May 31, 2023 9,452 $ 6.98 2.3 Successor Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2022 2,103 $ 12.47 2.7 Granted 3,719 8.26 Added by performance factor 300 12.87 Released ( 56 ) 12.87 Canceled and forfeited ( 190 ) 11.43 Balance, May 31, 2022 5,876 $ 9.85 2.9 As of May 31, 2023, there was $ 53.2 mi llion of unrecognized compensation cost related to unvested RSUs. The aggregate intrinsic value of the RSUs was $ 47.3 mi llion as of May 31, 2023 which is the outstanding RSUs valued at the closing price of our Class A Common Stock on May 31, 2023. Activity under the 2021 Incentive Plan related to cash-settled RSUs was as follows: Number of Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2023 25 $ 6.07 2.6 Canceled and forfeited ( 2 ) 6.07 Balance, May 31, 2023 23 $ 6.07 2.3 As of May 31, 2023, there was $ 0.1 million o f unrecognized compensation cost related to unvested cash-settled RSUs. The aggregate intrinsic value of the cash-settled RSUs w as $ 0.1 millio n as of May 31, 2023 which is the outstanding cash-settled RSUs valued at the closing price of our Class A Common Stock on May 31, 2023. The estimated grant-date fair values of the options granted during the three months ended May 31, 2023 and 2022 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Three Months Ended May 31, 2023 2022 Expected term (in years) 6.25 6.25 Expected volatility 50.41 % 44.17 % Risk-free interest rate 3.38 % 2.91 % Expected dividend yield 0 % 0 % The assumptions and estimates were as follows: Expected Term : The expected term represents the weighted-average period the share-based awards are expected to remain outstanding and is calculated using the simplified method, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the option. Expected Volatility : The expected stock price volatility assumption was determined based on the historical volatility of the Class A Common Stock. Risk-Free Interest Rate : The risk-free rate assumption was based on the U.S. Treasury instruments whose term was consistent with the option's expected term. Expected Dividend Yield : We do not currently declare or pay dividends on our common stock and do not expect to do so for the foreseeable future. The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense: Three Months Ended May 31, ($ in thousands) 2023 2022 Cost of revenue $ 617 $ 221 Research and development 960 479 Sales and marketing 478 750 General and administrative 2,390 1,738 Total share-based compensation $ 4,445 $ 3,188 |