Share-Based Compensation | Share-Based Compensation The Company maintains three stock incentive plans: the Amended and Restated Stock Option Plan (the “2006 Plan”), the Third Amended and Restated Stock 2010 Incentive Plan (the “2010 Amended Plan,” together with the 2006 Plan, the “Plans”), and the R1 RCM Inc. 2022 Inducement Plan (the “Inducement Plan”). In December 2016, the Company’s stockholders approved the Second Amended and Restated 2010 Stock Incentive Plan, which authorized the issuance of an additional 17 million shares of the Company’s common stock pursuant to awards. On May 20, 2021, the Company’s stockholders approved the Third Amended and Restated 2010 Stock Incentive Plan, which amended and restated the Company’s Second Amended and Restated 2010 Stock Incentive Plan and authorized the issuance of an additional 9.6 million shares of the Company’s common stock pursuant to awards. Under the Plans, the Company is authorized to issue up to a maximum of 55,974,756 shares of common stock. This number includes any shares that remained available for issuance under the 2006 Plan as of the date of the IPO and any shares subject to awards that were outstanding under the 2006 Plan as of the date of the IPO that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company without the issuance of shares thereunder. The Company will not make any further grants under the 2006 Plan. The 2010 Amended Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, Restricted Stock Awards, RSUs, and other share-based awards. As of December 31, 2022, 7,348,028 shares were available for future grants of awards under the 2010 Amended Plan. To the extent that previously granted awards under the 2006 Plan or 2010 Amended Plan expire, terminate or are otherwise surrendered, canceled or forfeited, the number of shares available for future awards under the 2010 Amended Plan will increase. Under the terms of the Plans, all stock options will expire if they are not exercised within ten years of their grant date. Generally all employee options and RSUs vest ratably between one On June 21, 2022, the Board adopted the Inducement Plan to accommodate equity grants to new employees of the Company hired in connection with the 2022 Transactions. Under the Inducement Plan, the Company may grant RSUs (including PBRSUs) with respect to up to a total of 6,225,000 shares of common stock to new employees. Pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules, the Inducement Plan was adopted without stockholder approval. The Inducement Plan only provides for the grant of RSUs (including PBRSUs), and its terms are otherwise substantially similar to the 2010 Amended Plan, including with respect to treatment of equity awards in the event of a “change in control” as defined under the Inducement Plan. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan can only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules. As of December 31, 2022, 259,372 shares were available for future grants of awards under the Inducement Plan. However, to the extent that previously granted awards under the Inducement Plan expire, terminate or are otherwise surrendered, canceled or forfeited, the number of shares available for future awards under the Inducement Plan will increase. For the years ended December 31, 2022, 2021, and 2020, the Company recognized $9.8 million, $12.7 million, and $37.3 million, respectively, of income tax benefit from windfalls associated with vesting and exercises of equity awards The Company uses the Black-Scholes option pricing model to estimate the fair value of its service-based options as of their grant dates. The volatility for the options was calculated based on an analysis of historical volatility. The Company assesses current performance on performance-based PBRSUs by reviewing historical performance to date, along with any adjustments which have been approved to the reported performance, and changes to the projections to determine the probable outcome of the awards. The current estimates are then compared to the scoring metrics and any necessary adjustments are reflected in the current period to update share-based compensation expense to the current performance expectations. A Monte Carlo simulation was used to estimate the fair value of the Unvested Units, which are being amortized over a period of 4 years on a straight-line basis. The volatility for the Unvested Units was calculated based on an analysis of historical and implied volatility. The following table sets forth the significant assumptions used in the calculation of share-based compensation expense during 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Expected dividend yield —% —% —% Risk-free interest rate 1.4% to 3.3% 0.4% to 1.0% 0.3% to 1.7% Expected volatility 43% to 50% 43% 43% Expected term (in years) 4.0 to 5.5 5.5 5.5 Total share-based compensation costs that have been included in the Company’s consolidated statements of operations were as follows: Year Ended December 31, 2022 2021 2020 Share-Based Compensation Expense Allocation Details: Cost of services $ 28.8 $ 44.2 $ 9.9 Selling, general and administrative 38.2 30.1 14.1 Other 0.1 — 0.1 Total share-based compensation expense (1) $ 67.1 $ 74.3 $ 24.1 (1) Included in the share-based compensation expense above is $5.1 million of CoyCo 2 share-based compensation expense for the year ended December 31, 2022. See further discussion below. In addition to the share-based compensation expense recorded above, $0.3 million , $0.6 million, and $0.1 million of share-based compensation expense was capitalized to deferred contract costs for the years ended December 31, 2022 , 2021, and 2020, respectively. See Note 2, Summary of Significant Accounting Policies, for further discussion. Stock options The following table sets forth a summary of all option activity under all plans for the years ended December 31, 2022, 2021, and 2020: Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2020 10,680,340 $ 5.59 5.5 $ 81.1 Granted 80,425 11.18 Exercised (3,156,154) 6.13 Canceled/forfeited (169,420) 3.32 Expired (1,214,220) 14.62 Outstanding at December 31, 2020 6,220,971 $ 3.68 5.7 $ 126.5 Granted 6,424 23.33 Exercised (1,819,039) 4.39 Canceled/forfeited (15,151) 5.98 Expired (7,000) 27.08 Outstanding at December 31, 2021 4,386,205 $ 3.37 4.9 $ 97.0 Granted 24,344 22.19 Exercised (1,285,228) 3.67 Canceled/forfeited (13,408) 4.59 Expired (7,500) 8.71 Outstanding at December 31, 2022 3,104,413 $ 3.38 4.0 $ 23.9 Outstanding, vested and exercisable at December 31, 2020 5,230,690 $ 3.73 5.5 $ 106.2 Outstanding, vested and exercisable at December 31, 2021 4,365,759 $ 3.33 4.9 $ 96.7 Outstanding, vested and exercisable at December 31, 2022 3,080,069 $ 3.23 4.0 $ 23.9 The weighted-average grant date fair value of options granted during the years ended December 31, 2022, 2021, and 2020 was $9.55, $9.34, and $4.41 per share, respectively. The total intrinsic value of the options exercised in the years ended December 31, 2022, 2021, and 2020 was $26.5 million, $38.2 million, and $30.5 million, respectively. The total fair value of options vested during the years ended December 31, 2022, 2021, and 2020 was $0.1 million, $1.4 million, and $2.2 million, respectively. Restricted stock units and performance-based restricted stock units The following table sets forth a summary of all RSU and PBRSU activity during the years ended December 31, 2022, 2021, and 2020: Weighted- RSUs PBRSUs RSU PBRSU Outstanding and unvested at January 1, 2020 1,373,356 4,119,436 $ 8.03 $ 6.37 Granted 1,588,120 1,637,581 10.29 13.25 Performance factor adjustment — 3,879,186 — 14.72 Vested (504,708) (6,344,151) 6.74 13.11 Forfeited (348,321) (374,981) 9.09 6.66 Outstanding and unvested at December 31, 2020 2,108,447 2,917,071 $ 9.87 $ 11.35 Granted 2,251,167 1,071,431 24.35 25.36 Performance factor adjustment — 101,937 — 9.81 Vested (1,739,847) (586,071) 19.14 7.67 Forfeited (401,116) (301,355) 15.48 13.55 Outstanding and unvested at December 31, 2021 2,218,651 3,203,013 $ 16.28 $ 16.45 Granted 2,306,897 5,230,483 20.56 19.83 Performance factor adjustment — 876,109 — 10.46 Vested (1,029,491) (1,925,203) 16.61 11.05 Forfeited (264,055) (507,605) 18.22 20.38 Outstanding and unvested at December 31, 2022 3,232,002 6,876,797 $ 19.07 $ 19.48 Shares surrendered for taxes for year ended December 31, 2022 369,900 804,854 Cost of shares surrendered for taxes for the year ended December 31, 2022 (in millions) 7.4 20.2 Shares surrendered for taxes for the year ended December 31, 2021 571,182 225,726 Cost of shares surrendered for taxes for the year ended December 31, 2021 (in millions) 13.5 5.6 Shares surrendered for taxes for the year ended December 31, 2020 141,331 2,740,924 Cost of shares surrendered for taxes for the year ended December 31, 2020 (in millions) 1.4 64.2 Upon consummation of the Holding Company Reorganization, outstanding restricted units of Cloudmed were replaced by an aggregate 1,536,220 RSUs of the Company. The Company also issued an aggregate of 3,173,184 inducement RSUs and PBRSUs to certain employees of Cloudmed under Nasdaq Listing Rule 5635(c)(4) pursuant to its newly adopted 2022 Inducement Plan. The Company’s RSU and PBRSU agreements allow employees to surrender to the Company shares of common stock upon vesting of their RSUs and PBRSUs in lieu of their payment of the required personal employment-related taxes. Shares surrendered for payment of personal employment-related taxes are held in treasury. Outstanding PBRSUs vest upon satisfaction of both time-based and performance-based conditions. Depending on the award, performance condition targets may include cumulative adjusted EBITDA, end-to-end RCM agreement growth, modular sales revenue, or other specific performance factors. Depending on the percentage level at which the performance-based conditions are satisfied, the number of shares vesting could be between 0% and 200% of the number of PBRSUs originally granted. Based on the established targets, the maximum number of shares that could vest for all outstanding PBRSUs is 13,753,594. CoyCo 2, L.P. Limited Partnership Units Former Class P Units were originally issued to employees of Cloudmed and its affiliates (“Participants”) in connection with and as a part of the compensation and incentive arrangements between Cloudmed and such Participants prior to the consummation of the Cloudmed Acquisition. A portion of the Former Class P Units immediately vested upon the closing of the Cloudmed Acquisition. In connection with the Cloudmed Acquisition, Cloudmed caused the Former Class P Units, including the Unvested Units, to be converted into Management Units. At the time of the closing of the Cloudmed Acquisition, 97,875 Unvested Units were converted into 514,986 Management Units. |