Equity Incentive Plans and Stock-Based Compensation | 13. Equity Incentive Plans and Stock-Based Compensation Incentive Equity Plans In 2006, 23andMe, Inc. established its 2006 Equity Incentive Plan, as amended (the “2006 Plan”), which provided for the grant of stock options and restricted stock to its employees, directors, officers, and consultants. The 2006 Plan allowed for time-based or performance-based vesting for the awards. The 2006 Plan was amended and restated at various times since its adoption. On June 10, 2021, the shareholders of VGAC approved the 23andMe Holding Co. 2021 Incentive Equity Plan (the “2021 Plan”) and reserved 136,000,000 authorized shares of the Company’s Class A common stock for issuance thereunder. In addition, all equity awards of 23andMe, Inc. that were issued under the 2006 Plan were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each 23andMe, Inc. stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 2.293698169 . As of the effective date of the 2021 Plan, no further stock awards have been or will be granted under the 2006 Plan. The 2021 Plan authorizes the issuance or transfer of up to 136,000,000 shares of Class A common stock. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting in 2022, in an amount equal to (i) 22,839,019 shares of Class A common stock, (ii) 3.0 % of the aggregate number of shares of Class A common stock and Class B common stock outstanding, or (iii) a lesser number of shares determined by the Company’s Board of Directors prior to the applicable January 1. In November 2021, in connection with the Lemonaid Acquisition, the Company registered an additional 2,990,386 shares of Class A common stock issuable under the 2021 Plan, which represent shares of Class A common stock issuable in exchange for outstanding options initially granted under Lemonaid Health’s 2014 Equity Incentive Plan, as amended. As of June 30, 2023, 139,656,589 shares of the Company’s Class A common stock remained available for future issuance under the 2021 Plan. Options under the 2021 Plan have a contractual life of up to ten years . The exercise price of a stock option shall not be less than 100 % of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. For Incentive Stock Options (“ISO”) as defined in the Internal Revenue Code of 1986, as amended (the “Code”), the exercise price of an ISO granted to a 10 % stockholder shall not be less than 110 % of the estimated fair value of the underlying stock on the date of grant as determined by the Board of Directors. The Company’s options generally vest over three to four years . Under the 2021 Plan, stock option awards entitle the holder to receive one share of Class A common stock for every option exercised. Under the 2006 Plan and 2021 Plan, restricted stock units (“RSUs”) may be granted to employees, non-employee directors and consultants. The RSUs vest ratably over a period ranging from one to four years and are subject to the participant’s continuing service to the Company over that period. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding. In February 2022, the Compensation Committee of the Company’s Board of Directors adopted a RSU conversion and deferral program for non-employee directors. The purpose of the program is to provide non-employee directors with the option to convert all or a portion of their cash compensation into a RSU award under the 2021 Plan and the opportunity to defer settlement of all or a portion of their RSU awards. As of June 30, 2023, four non-employee directors had elected to convert all of their cash compensation into RSU awards, and two non-employee directors had elected to defer settlement of their RSU awards under the program. On June 9, 2022, the Compensation Committee of the Company’s Board of Directors adopted an Annual Incentive Plan (the “2022 AIP”), pursuant to which, beginning in fiscal 2023, which began on April 1, 2022, employees and certain service providers of 23andMe, Inc. and its affiliates were eligible to receive annual incentive bonuses in the form of cash or RSUs issued by the Company under the 2021 Plan, based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics. On June 5, 2023, the fiscal 2023 annual incentive bonuses were paid in the form of RSUs based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics and as determined by the Compensation Committee of the Company’s Board of Directors. The number of RSUs granted was determined by dividing the dollar amount of the 2022 AIP annual incentive bonuses for fiscal 2023 by the trailing average closing price of the Company’s Class A common stock for the 20 days preceding the date of payment, resulting in the grant of 8,961,053 shares underlying fully-vested RSUs. The Company accounts for the RSUs issued under the 2022 AIP (the “2022 AIP RSUs”) as liability awards, and adjusts the liability and corresponding expenses at the end of each quarter until the date of settlement, considering the probability that the performance conditions will be satisfied. The Company recorded stock-based compensation expense of $ 4.4 million and $ 5.0 million related to the 2022 AIP RSUs for the three months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and March 31, 2023, the liability of the 2022 AIP RSUs was $ 5.5 million and $ 18.9 million, respectively, which was included in other current liabilities on the condensed consolidated balance sheet. Stock Option Activity Stock option activity and activity regarding shares available for grant under the 2021 Plan are as follows: Options Outstanding Outstanding Weighted-Average Weighted-Average Aggregate (in thousands, except share, years, and per share data) Balance as of March 31, 2023 68,050,752 $ 4.20 6.0 $ 10,621 Granted 2,018,253 $ 2.06 Exercised ( 180,718 ) $ 0.48 Canceled/forfeited/expired ( 1,501,597 ) $ 5.67 Balance as of June 30, 2023 68,386,690 $ 4.12 5.7 $ 7,121 Vested and exercisable as of June 30, 2023 49,302,828 $ 4.16 4.8 $ 5,402 The weighted average grant date fair value per share of options granted for the three months ended June 30, 2023 and 2022 was $ 1.43 and $ 2.44 , respectively. The total intrinsic value of vested options exercised for the three months ended June 30, 2023 and 2022 was $ 0.2 million and $ 1.5 million, respectively. As of June 30, 2023, unrecognized stock-based compensation expense related to unvested stock options was $ 57.9 million, which is expected to be recognized over a weighted-average period of 2.4 years. Due to a valuation allowance on deferred tax assets, the Company did no t recognize any tax benefit from stock option exercises for the three months ended June 30, 2023 and 2022. The Company estimated the fair value of options granted using the Black-Scholes option-pricing model. The fair value of stock options is being amortized on a straight-line basis over the requisite service period of the awards. The weighted average Black-Scholes assumptions used to value stock options at the grant dates are as follows: Three Months Ended June 30, 2023 2022 Min Max Min Max Expected term (years) 5.8 6.0 6.0 6.8 Expected volatility 78 % 79 % 76 % 77 % Risk-free interest rate 3.6 % 3.9 % 2.8 % 2.8 % Expected dividend yield — — — — Restricted Stock Units The following table summarizes the RSU activity under the equity incentive plans and related information: Unvested RSUs Weighted-Average Balance as of March 31, 2023 26,562,566 $ 4.73 Granted 30,076,226 $ 2.15 Vested ( 10,757,178 ) $ 2.64 Canceled/forfeited ( 3,252,056 ) $ 4.00 Balance as of June 30, 2023 42,629,558 $ 3.49 As of June 30, 2023, unrecognized stock-based compensation expense related to outstanding unvested RSUs was $ 136.3 million, which is expected to be recognized over a weighted-average period of 2.9 years. Stock Subject to Vesting In November 2021, in connection with the Lemonaid Acquisition, the Company granted 3,747,027 shares of Class A common stock with an aggregate grant date fair value of $ 43.9 million to two recipients, each of whom was a former stockholder and officer of Lemonaid Health (each, a “Former Lemonaid Officer”) and each of whom, following the closing of the Lemonaid Acquisition, joined the Company’s management team. The shares vest over a four-year period in quarterly installments beginning on February 1, 2022, subject to the respective recipient’s continued employment with the Company. In connection with the Lemonaid Acquisition, each of these recipients entered into a relinquishment agreement that provides that during the four-year period that commenced on November 1, 2021 (the “Protection Period”), the Company will not (i) terminate the recipient’s employment without cause, (ii) materially reduce the recipient’s base salary or the benefits to which similarly-situated executive employees of the Company or the Company’s subsidiaries are entitled, other than a broad-based reduction to the same extent that applies to such similarly-situated executive employees, or (iii) relocate the recipient’s principal place of employment to a location outside of a 50-mile radius of their current principal place of employment. If any such event occurs during the Protection Period or in the event of recipient’s death or disability, then the unvested portion(s) of these awards will immediately vest. The employment of one of the Former Lemonaid Officers terminated as of June 30, 2023, which resulted in $ 22.0 million of related stock-based compensation expense recognized within general and administrative expenses within the condensed consolidated statement of operations for the three months ended June 30, 2023. The Company recognized total stock-based compensation expense related to these awards of $ 24.7 million and $ 2.7 million for the three months ended June 30, 2023 and 2022, respectively, within general and administrative expenses. Unrecognized stock-based compensation expense of $ 3.7 million for the remaining recipient is expected to be recognized over a weighted average period of 2.3 years. Employee Stock Purchase Plan On June 10, 2021, the shareholders of VGAC approved the 23andMe Holding Co. Employee Stock Purchase Plan (“ESPP”). A total of 11,420,000 shares of the Company’s Class A common stock were initially reserved for issuance under the ESPP. Pursuant to the terms of the ESPP, the number of shares of the Company’s Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2023, by the lesser of (i) an amount equal to one percent ( 1.0 %) of the total number of shares of Class A and Class B common stock outstanding as of the last day of the immediately preceding December 31st, (ii) 5,000,000 shares, or (iii) a lesser number of shares as determined by the Board of Directors in its discretion. As of June 30, 2023, 2,642,313 shares of the Company’s Class A common stock have been issued and 16,349,302 shares remained available for future issuance under the ESPP. The ESPP provides for concurrent 12-month offerings with successive six-month purchase intervals commencing on March 1 and September 1 of each year and purchase dates occurring on the last day of each such purchase interval (i.e., August 31 and February 28). The ESPP contains a rollover provision whereby if the price of the Company’s Class A common stock on the first day of a new offering period is less than the price on the first day of any preceding offering period, all participants in a preceding offering period with a higher first day price will be automatically withdrawn from such preceding offering period and re-enrolled in the new offering period. The rollover feature, when triggered, will be accounted for as a modification to the preceding offering period, resulting in incremental expense to be recognized over the new offering period. There were no offering dates during the three months ended June 30, 2023 and 2022. Stock-Based Compensation Total stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, was included in costs and expenses as follows: Three Months Ended June 30, 2023 2022 (in thousands) Cost of revenue $ 2,472 $ 3,327 Research and development 11,692 12,076 Sales and marketing 1,718 2,889 General and administrative (1) 34,576 12,170 Restructuring and other charges 642 — Total stock-based compensation expense $ 51,100 $ 30,462 (1) Includes $ 22.0 million of stock-based compensation expense related to the termination of a Former Lemonaid Officer d uring the three months ended June 30, 2023. |