Equity Incentive Plans and Stock-Based Compensation | 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. On September 6, 2023 (the “Effective Date”), the Company’s stockholders approved the 23andMe Holding Co. Amended and Restated 2021 Incentive Equity Plan (the “A&R Plan”). The terms of the A&R Plan replace the existing terms of the 2021 Plan. The A&R Plan was adopted to, among other things, (i) increase the number of shares authorized for issuance by 75,000,000 shares of Class A common stock of the Company, (ii) increase the percentage of shares that may automatically be added on an annual basis to the number of authorized shares from 3% to 5%, (iii) increase the individual annual compensation limit for non-employee directors from $300,000 to $400,000 and to provide that the limit applies on a fiscal-year basis, (iv) revise what constitutes a change of control of the Company, (v) add additional performance measures, and (vi) implement certain other modifications and clarifications as set forth in the A&R Plan. The maximum aggregate number of shares of Class A common stock that may be issued under the A&R Plan with respect to awards granted on or after the Effective Date is the sum of (i) 75,000,000 shares of Class A common stock, (ii) any shares of Class A common stock that remain available for awards under the 2021 Plan as of the Effective Date, and (iii) any shares of Class A common stock subject to outstanding awards under the 2021 Plan as of the Effective Date that are payable in shares and that expire, are forfeited, or are otherwise terminated without having been exercised, vested, or settled in full, or are paid in cash, as applicable, on or after the Effective Date, subject to adjustment as described in the A&R Plan. As of December 31, 2023, 205,691,352 shares of the Company’s Class A common stock remained available for future issuance under the A&R Plan. Options under the A&R 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 Under the A&R Plan, RSUs may be granted to employees, non-employee directors and consultants. The RSUs generally vest ratably over a period ranging from one 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 A&R Plan and the opportunity to defer settlement of all or a portion of their RSU awards. As of December 31, 2023, four non-employee directors have elected to convert all of their cash compensation into RSU awards, and two non-employee directors have 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 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 A&R Plan, based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics. On June 5 and July 14, 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 9,019,049 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 $(2.5) million and $10.0 million related to the 2022 AIP RSUs for the three months ended December 31, 2023 and 2022, respectively, and $4.3 million and $19.8 million related to the 2022 AIP RSUs for the nine months ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and March 31, 2023, the liability of the 2022 AIP RSUs was $5.3 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 A&R 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 13,097,016 $ 1.25 Exercised (1,517,517) $ 0.45 Canceled/forfeited/expired (5,983,369) $ 5.02 Balance as of December 31, 2023 73,646,882 $ 3.69 5.6 $ 1,555 Vested and exercisable as of December 31, 2023 51,938,674 $ 4.14 4.4 $ 1,555 The weighted average grant date fair value per share of options granted was $0.87 and $2.42 for the nine months ended December 31, 2023 and 2022, respectively. The total intrinsic value of vested options exercised for the nine months ended December 31, 2023 and 2022 was $1.2 million and $4.4 million, respectively. As of December 31, 2023, unrecognized stock-based compensation expense related to unvested stock options was $37.7 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 not recognize any tax expense or benefit from stock option exercises for the three and nine months ended December 31, 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 December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Min Max Min Max Min Max Min Max Expected term (years) — — 6.0 6.0 5.8 6.0 6.0 6.8 Expected volatility — — 79 % 79 % 78 % 79 % 76 % 81 % Risk-free interest rate — — 4.2 % 4.2 % 3.6 % 4.4 % 2.8 % 4.2 % Expected dividend yield — — — — — — — — There were no stock options granted during the three months ended December 31, 2023. 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 42,910,981 $ 1.82 Vested (18,421,168) $ 3.09 Canceled/forfeited (9,708,287) $ 3.65 Balance as of December 31, 2023 41,344,092 $ 2.69 As of December 31, 2023, unrecognized stock-based compensation expense related to outstanding unvested RSUs was $102.9 million, which is expected to be recognized over a weighted-average period of 2.6 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 were scheduled to 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. On June 30, 2023, the employment of one of the Former Lemonaid Officers terminated, which resulted in $22.0 million of stock-based compensation expense related to these awards to be recognized within general and administrative expenses. On November 1, 2023, the employment of the other Former Lemonaid Officer terminated, which resulted in $3.1 million of stock-based compensation expense related to these awards to be recognized within general and administrative expenses. The Company recognized total stock-based compensation expense related to these awards of $3.3 million and $2.8 million for the three months ended December 31, 2023 and 2022, respectively, and $28.4 million and $8.2 million for the nine months ended December 31, 2023 and 2022, respectively, within general and administrative expenses. As of December 31, 2023, there was no remaining unamortized stock-based compensation expense associated with these awards. 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 December 31, 2023, 4,151,849 shares of the Company’s Class A common stock have been issued and 11,839,766 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. The Company estimated the fair value of ESPP granted using the Black-Scholes option-pricing model. The fair value of ESPP is being amortized on a straight-line basis over the requisite service period, which is the withholding period. The weighted average Black-Scholes assumptions used to value ESPP at the grant dates are as follows: Nine Months Ended December 31, 2023 2022 Min Max Min Max Expected term (years) 0.5 1.0 0.5 1.0 Expected volatility 67 % 73 % 98 % 109 % Risk-free interest rate 5.4 % 5.5 % 3.3 % 3.5 % Expected dividend yield — — — — During the three months ended December 31, 2023 and 2022, no shares were issued under the ESPP. During the nine months ended December 31, 2023 and 2022, 1,509,536 and 1,130,337 shares, respectively, were issued under the ESPP. 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 December 31, Nine Months Ended December 31, 2023 2022 2023 2022 (in thousands) Cost of revenue $ 1,024 $ 3,200 $ 4,993 $ 8,940 Research and development 6,250 15,188 28,880 39,267 Sales and marketing 1,095 2,444 4,829 7,336 General and administrative (1) 17,007 13,506 60,873 38,225 Restructuring and other charges 981 — 1,623 — Total stock-based compensation expense $ 26,357 $ 34,338 $ 101,198 $ 93,768 (1) Includes $10.8 million and $32.8 million of stock-based compensation charges related to the termination of two Former Lemonaid Officers during the three and nine months ended December 31, 2023, respectively. |