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 September 30, 2024 2023 in thousands Stock options $ 186 $ 223 Profits interests units 174 376 Restricted stock units 1,801 1,224 Total stock-based compensation expense $ 2,161 $ 1,823 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) may be granted to employees, directors, consultants, advisers, and other services 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. Both performance-based and time-based units have been issued under the plan. As of September 30, 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 granted profits interests units at the time of the grant. Expected stock price volatility is based on consideration of indications observed from several publicly traded peer companies. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the unit. The dividend yield percentage is zero because the Company neither currently pays dividends nor intends to do so during the expected term. The expected term of the units represents the time the units are expected to be outstanding. A total of 1,963,700 Class B Units were awarded during the three months ended September 30, 2023 to the Company's Chief Executive Officer and Chief Financial Officer. There were no Class B Units awarded during the three months ended September 30, 2024. A summary of profits interests activity for the three months ended September 30, 2024 is as follows: Time-based unit awards Number of Weighted average Outstanding balance, June 30, 2024 1,287,113 $ 5.52 Granted — $ — Forfeited — $ — Vested (379,917) $ 1.28 Outstanding balance, September 30, 2024 907,196 $ 7.30 Performance-based unit awards Number of Weighted average Outstanding balance, June 30, 2024 1,371,671 $ 1.55 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, September 30, 2024 1,371,671 $ 1.55 The total unrecognized compensation cost related to profits interests units outstanding as of September 30, 2024 was $3.7 million, comprised (i) $1.6 million related to time-based unit awards expected to be recognized over a weighted-average period of 3.2 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 the Board of Directors approved the InnovAge Holding Corp. 2021 Omnibus Incentive Plan (“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 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 other awards under this plan, including units and stock options, vest upon achieving specific share price performance criteria and are determined to have performance-based vesting conditions. The Company has also issued time-based vesting 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 three months ended September 30, 2024 is as follows: Restricted stock units - time based Number of Weighted Outstanding balance, June 30, 2024 2,864,319 $ 8.15 Granted 132,559 $ 6.29 Forfeited (45,846) $ 5.27 Vested (341,622) $ 5.33 Outstanding balance, September 30, 2024 2,609,410 $ 8.47 The total unrecognized compensation cost related to time based restricted stock units outstanding as of September 30, 2024 was $9.1 million and is expected to be recognized over a weighted-average period of 4.2 years. A summary of performance based vesting restricted stock units activity for the three months ended September 30, 2024 is as follows: Restricted stock units - performance based Number of Weighted Outstanding balance, June 30, 2024 258,767 $ 5.18 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, September 30, 2024 258,767 $ 5.18 The total unrecognized compensation cost related to performance based vesting restricted stock units outstanding as of September 30, 2024 was $0.3 million and is expected to be recognized over a weighted-average period of 1.3 years. Nonqualified Stock Options A summary of time-based vesting stock option activity for the three months ended September 30, 2024 is as follows: Stock options - time based Number of Weighted Outstanding balance, June 30, 2024 554,499 $ 1.77 Granted — $ — Forfeited — $ — Exercised — $ — Expired — $ — Outstanding balance, September 30, 2024 554,499 $ 1.77 Exercisable balance, September 30, 2024 381,216 $ 0.16 The total unrecognized compensation costs related to time-based vesting stock options outstanding as of September 30, 2024 was $0.07 million and is expected to be recognized over a weighted-average period of 1.6 years. A summary of performance-based vesting stock option activity for the three months ended September 30, 2024 is as follows: Stock options - performance based Number of Weighted Outstanding balance, June 30, 2024 776,299 $ 3.08 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, September 30, 2024 776,299 $ 3.08 The total unrecognized compensation cost related to performance-based vesting stock options outstanding as of September 30, 2024 was $0.6 million and is expected to be recognized over a weighted-average period of 1.4 years. |