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 March 31, Nine months ended March 31, 2024 2023 2024 2023 in thousands in thousands Stock options $ 171 $ 246 $ 610 $ 780 Profits interests units 191 205 820 662 Restricted stock units 1,189 757 3,710 2,279 Total stock-based compensation expense $ 1,551 $ 1,208 $ 5,140 $ 3,721 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 March 31, 2024, 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 nine months ended March 31, 2024 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: Nine Months Ended March 31, 2024 Expected volatility 68.0-76.0 % Expected life (years) - time vesting units 2.7 - 3.1 Interest rate 4.23 - 4.57 % Dividend yield — Weighted-average fair value $ 1.59 - 2.17 Fair value of underlying stock $ 5.52 - 7.27 A summary of profits interests activity for the nine months ended March 31, 2024 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, March 31, 2024 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 $ 1.78 Forfeited (1,853,737) $ 0.57 Vested — $ — Outstanding balance, March 31, 2024 1,371,671 $ 1.55 The total unrecognized compensation cost related to profits interests units outstanding as of March 31, 2024 was $3.9 million, comprised (i) $1.8 million related to time-based unit awards expected to be recognized over a weighted-average period of 2.8 years and (ii) $2.1 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 (i) vested on March 4, 2023, the second anniversary of the grant date, or (ii) vest 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 in equal parts over a three-year period. Restricted Stock Units A summary of time-based vesting restricted stock units activity for the nine months ended March 31, 2024 is as follows: Restricted stock units - time based Number of Weighted Outstanding balance, June 30, 2023 1,873,794 $ 10.10 Granted 447,269 $ 5.52 Forfeited (137,416) $ 5.39 Vested (361,959) $ 5.83 Outstanding balance, March 31, 2024 1,821,688 $ 10.18 The total unrecognized compensation cost related to time based restricted stock units outstanding as of March 31, 2024 was $5.9 million and is expected to be recognized over a weighted-average period of 1.7 years. A summary of performance based vesting restricted stock units activity for the nine months ended March 31, 2024 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, March 31, 2024 258,767 $ 5.18 The total unrecognized compensation cost related to performance based vesting restricted stock units outstanding as of March 31, 2024 was $0.5 million and is expected to be recognized over a weighted-average period of 1.7 years. Nonqualified Stock Options A summary of time-based vesting stock option activity for the nine months ended March 31, 2024 is as follows: Stock options - time based Number of Weighted Outstanding balance, June 30, 2023 716,661 $ 1.43 Granted — $ — Forfeited (108,108) $ 0.31 Exercised (54,054) $ 0.19 Expired — $ — Outstanding balance, March 31, 2024 554,499 $ 1.77 Exercisable balance, March 31, 2024 311,904 $ 0.17 The total unrecognized compensation cost related to time-based vesting stock options outstanding as of March 31, 2024 was $0.1 million and is expected to be recognized over a weighted-average period of 1.3 years. A summary of performance-based vesting stock option activity for the nine months ended March 31, 2024 is as follows: Stock options - performance based Number of Weighted Outstanding balance, June 30, 2023 776,299 $ 3.08 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, March 31, 2024 776,299 $ 3.08 The total unrecognized compensation cost related to performance-based vesting stock options outstanding as of March 31, 2024 was $0.9 million and is expected to be recognized over a weighted-average period of 1.8 years. |