Stock-based Compensation | Stock-based Compensation A summary of our aggregate stock-based compensation expense is set forth below. Stock-based compensation expense is included in corporate, general and administrative expenses on our condensed consolidated Statements of Operations. Three months ended December 31, Six months ended December 31, 2023 2022 2023 2022 in thousands in thousands Stock options $ 216 $ 261 $ 439 $ 533 Profits interests units 253 202 629 456 Restricted stock units 1,297 749 2,521 1,523 Total stock-based compensation expense $ 1,766 $ 1,212 $ 3,589 $ 2,512 2020 Equity Incentive Plan Profits Interests TCO Group Holdings, L.P. (the “LP”), the Company’s largest shareholder and prior to the IPO, the Company’s parent, maintains the TCO Group Holdings, L.P. Equity Incentive Plan (the "2020 Equity Incentive Plan") pursuant to which interests in the LP in the form of Class B Units (profits interests) can be granted to employees, directors, consultants, advisers, and other service providers (including partners) of the LP or any of its affiliates, including the Company. A maximum number of 16,162,177 Class B Units are authorized for grant under the 2020 Equity Incentive Plan, and both performance-based and time-based units have been issued under the plan. As of December 31, 2023, a total of 15,222,837 profits interests units had been granted under the 2020 Equity Incentive Plan. The Company used the Monte Carlo option model to determine the fair value of the profits interests units at the time of the grant. A total of 2,213,700 Class B Units were awarded during the six months ended December 31, 2023 to the Company's Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer. The assumptions under the Monte Carlo model related to the profits interests units, presented on a weighted-average basis, are provided below: 2023 Expected volatility 74.0-76.0 % Expected life (years) - time vesting units 3.0 - 3.1 Interest rate 4.52 - 4.57 % Dividend yield — Weighted-average fair value $ 1.95 - 2.17 Fair value of underlying stock $ 5.53 - 7.27 A summary of profits interests activity for the six months ended December 31, 2023 is as follows: Time-based unit awards Number of Weighted average Outstanding balance, June 30, 2023 1,264,337 $ 1.28 Granted 1,106,850 $ 6.21 Forfeited (380,679) $ 1.28 Vested (703,395) $ 1.28 Outstanding balance, December 31, 2023 1,287,113 $ 5.52 Performance-based unit awards Number of Weighted average Outstanding balance, June 30, 2023 2,118,558 $ 0.57 Granted 1,106,850 $ 1.85 Forfeited (1,853,737) $ 0.57 Vested — $ — Outstanding balance, December 31, 2023 1,371,671 $ 1.60 The total unrecognized compensation cost related to profits interests units outstanding as of December 31, 2023 was $4.0 million, comprised (i) $1.8 million related to time-based unit awards expected to be recognized over a weighted-average period of 2.9 years and (ii) $2.2 million related to performance-based unit awards, which will be recorded when it is probable that the performance-based criteria will be met. 2021 Omnibus Incentive Plan In March 2021, the compensation committee of our Board of Directors approved the InnovAge Holding Corp. 2021 Omnibus Incentive Plan (the “2021 Omnibus Incentive Plan”), pursuant to which various stock-based awards may be granted to employees, directors, consultants, and advisers. The total number of shares of the Company’s common stock authorized under the 2021 Omnibus Incentive Plan is 14,700,000. The Company has issued time-based restricted stock units under this plan to its employees which generally vest (i) on March 4, 2023, the second anniversary of the grant date, or (ii) over a three-year period with one-third vesting on each anniversary of the date of grant. Certain other vesting periods have also been used. The grant date fair value of restricted stock units with time based vesting is based on the closing market price of our common stock on the date of grant. Certain awards under this plan vest upon achieving specific share price performance criteria and are determined to have performance-based vesting conditions. The Company has also issued time-based stock options under this plan to its employees which generally vest at various intervals over a three-year period. Restricted Stock Units A summary of time-based vesting restricted stock units activity for the six months ended December 31, 2023 is as follows: Restricted stock units - time based Number of Weighted Outstanding balance, June 30, 2023 1,873,794 $ 10.10 Granted 437,248 $ 5.53 Forfeited (23,493) $ 4.56 Vested (329,707) $ 5.88 Outstanding balance, December 31, 2023 1,957,842 $ 9.86 The total unrecognized compensation cost related to time based restricted stock units outstanding as of December 31, 2023 was $7.6 million and is expected to be recognized over a weighted-average period of 1.9 years. A summary of performance based vesting restricted stock units activity for the six months ended December 31, 2023 is as follows: Restricted stock units - performance based Number of Weighted Outstanding balance, June 30, 2023 258,767 $ 5.18 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, December 31, 2023 258,767 $ 5.18 The total unrecognized compensation cost related to performance based vesting restricted stock units outstanding as of December 31, 2023 was $0.6 million and is expected to be recognized over a weighted-average period of 1.9 years. Nonqualified Stock Options A summary of time-based vesting stock option activity for the six months ended December 31, 2023 is as follows: Stock options - time based Number of Weighted Outstanding balance, June 30, 2023 716,661 $ 1.43 Granted — $ — Forfeited — $ — Exercised — $ — Expired — $ — Outstanding balance, December 31, 2023 716,661 $ 1.43 Exercisable balance, December 31, 2023 330,761 $ 0.18 The total unrecognized compensation cost related to time-based vesting stock options outstanding as of December 31, 2023 was $0.2 million and is expected to be recognized over a weighted-average period of 1.8 years. A summary of performance-based vesting stock option activity for the six months ended December 31, 2023 is as follows: Stock options - performance based Number of Weighted Outstanding balance, June 30, 2023 776,299 $ 3.08 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, December 31, 2023 776,299 $ 3.08 The total unrecognized compensation cost related to performance-based vesting stock options outstanding as of December 31, 2023 was $1.1 million and is expected to be recognized over a weighted-average period of 2.0 years. |