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Employee Benefit Plans
9 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Employee Benefit Plans
10.
Employee Benefit Plans

Shares Reserved for Issuance

The Company had the following reserved shares of common stock for future issuance as of the dates noted (in thousands):

 

 

March 31,
2024

 

 

June 30,
2023

 

2013 Equity Incentive Plan shares available for grant

 

 

12,973

 

 

 

9,995

 

Employee stock options and awards outstanding

 

 

8,291

 

 

 

10,038

 

2014 Employee Stock Purchase Plan

 

 

7,130

 

 

 

8,467

 

Total shares reserved for issuance

 

 

28,394

 

 

 

28,500

 

Share-based Compensation Expense

Share-based compensation expense recognized in the condensed consolidated financial statements by line-item caption is as follows (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31,
2024

 

 

March 31,
2023

 

 

March 31,
2024

 

 

March 31,
2023

 

Cost of product revenues

 

$

405

 

 

$

492

 

 

$

1,352

 

 

$

1,365

 

Cost of subscription and support revenues

 

 

679

 

 

 

930

 

 

 

2,294

 

 

 

2,568

 

Research and development

 

 

4,226

 

 

 

3,883

 

 

 

13,038

 

 

 

10,935

 

Sales and marketing

 

 

5,683

 

 

 

5,777

 

 

 

20,206

 

 

 

16,326

 

General and administrative

 

 

6,840

 

 

 

4,294

 

 

 

21,819

 

 

 

15,367

 

Total share-based compensation expense

 

$

17,833

 

 

$

15,376

 

 

$

58,709

 

 

$

46,561

 

 

Stock Options

 

The following table summarizes stock option activity for the nine months ended March 31, 2024 (in thousands, except per share amount and contractual term):

 

 

Number of Shares

 

 

Weighted-Average Exercise Price Per Share

 

 

Weighted-Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

 

Options outstanding at June 30, 2023

 

 

1,187

 

 

$

6.56

 

 

 

2.70

 

 

$

23,136

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(114

)

 

 

6.40

 

 

 

 

 

 

 

Canceled

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at March 31, 2024

 

 

1,073

 

 

$

6.58

 

 

 

2.00

 

 

$

5,326

 

Vested and expected to vest at March 31, 2024

 

 

1,073

 

 

$

6.58

 

 

 

2.00

 

 

$

5,326

 

Exercisable at March 31, 2024

 

 

1,073

 

 

$

6.58

 

 

 

2.00

 

 

$

5,326

 

 

The fair value of each stock option grant under the 2013 Plan is estimated on the date of grant using the Black-Scholes-Merton option valuation model. The expected term of options granted is derived from historical data on employee exercise and post-vesting employment termination behavior. The risk-free interest rate is based upon the estimated life of the option and the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on the historical volatility on the Company’s stock. There were no stock options granted during the three and nine months ended March 31, 2024 and 2023.

Stock Awards

Stock awards may be granted under the 2013 Plan on terms approved by the Compensation Committee of the Board. Stock awards generally provide for the issuance of restricted stock units (“RSUs”) including performance-condition or market-condition RSUs which vest over a fixed period of time or based upon the satisfaction of certain performance criteria or market conditions. The Company recognizes compensation expense on the stock awards over the vesting period based on the awards’ fair value as of the date of grant. The Company does not estimate forfeitures, but accounts for them as incurred.

The following table summarizes stock award activity for the nine months ended March 31, 2024 (in thousands, except grant date fair value):

 

 

 

Number of Shares

 

 

Weighted- Average Grant Date Fair Value

 

 

Aggregate Fair Value

 

Non-vested stock awards outstanding at June 30, 2023

 

 

8,851

 

 

$

14.25

 

 

 

 

Granted

 

 

3,939

 

 

 

27.78

 

 

 

 

Released

 

 

(4,735

)

 

 

12.65

 

 

 

Canceled

 

 

(837

)

 

 

19.54

 

 

 

 

Non-vested stock awards outstanding at March 31, 2024

 

 

7,218

 

 

$

22.07

 

 

$

159,301

 

Stock awards expected to vest at March 31, 2024

 

 

7,218

 

 

$

22.07

 

 

$

159,301

 

The RSUs granted under the 2013 Plan vest over a period of time, generally one to three years, and are subject to participant's continued service to the Company. The stock awards granted during the nine months ended March 31, 2024 included 0.6 million RSUs including the market condition awards discussed below to the named executive officers and directors.

Market Condition Awards

During the nine months ended March 31, 2024 and 2023, the Compensation Committee of the Board granted 0.8 million and 1.0 million RSUs, respectively, with vesting based on market conditions (“MSU”) to certain of the Company’s executive officers. The MSUs granted during the nine months ended March 31, 2024 included 0.5 million MSUs subject to total shareholder return (“TSR”) and 0.3 million MSUs subject to certain stock price targets. The MSUs granted during the nine months ended March 31, 2023 were subject to TSR.

The TSR MSUs vest based on the Company’s TSR relative to the TSR of the Russell 2000 Index (“Index”). The MSU award represents the right to receive a target number of shares of common stock of up to 150% of the original grant, as indicated in the table below. The MSUs vest based on the Company’s TSR relative to the TSR of the Index over performance periods of three years from the grant date, subject to the grantees’ continued service through the certification of performance.

Level

Relative TSR

Shares Vested

Below Threshold

TSR is less than the Index by more than 37.5 percentage points

0%

Threshold

TSR is less than the Index by 37.5 percentage points

25%

Target

TSR equals the Index

100%

Maximum

TSR is greater than the Index by 25 percentage points or more

150%

Total shareholder return is calculated based on the average closing price for the 30-trading days prior to the beginning and end of the performance periods. Performance is measured based on three periods, with the ability for up to one-third of target shares to vest after years one and two and the ability for up to the maximum of the full award to vest based on the full three-year TSR less any shares vested based on one- and two-year periods. Linear interpolation is used to determine the number of shares vested for achievement between target levels.

The grant date fair value of each MSU was determined using the Monte Carlo simulation model. The weighted-average grant-date fair value of the TSR MSUs granted during the nine months ended March 31, 2024 was $32.66 per share. The assumptions used in the Monte Carlo simulation included the expected volatility of 50%, risk-free interest rate of 4.43%, no expected dividend yield, expected term of three years and possible future stock prices over the performance period based on the historical stock and market prices. The weighted-average grant-date fair value of the TSR MSUs granted during the nine months ended March 31, 2023 was $16.57 per share. The assumptions used in the Monte Carlo simulation included the expected volatility of 67%, risk-free interest rate of 3.12%, no expected dividend yield, expected term of three years, and possible future stock prices over the performance period based on the historical stock and market prices. The Company recognizes the expense related to these MSUs on a graded-vesting method over the estimated term.

The stock price target MSUs vest upon the achievement of a certain stock price target over the defined performance period. The stock price target shall be deemed as achieved if the average closing stock price over any thirty consecutive trading days during the period from grant date through the third anniversary of the grant date equals or exceeds the price target of $41.38 for the initial performance period. Upon satisfaction of the initial stock price target, 50% of the target shares will vest on the 3rd anniversary of the grant date and the remaining 50% will vest on the 4th anniversary of the grant date, subject to employees continued service through the applicable vesting dates. If the units are not earned on the last day of initial performance period, the units will remain outstanding and be eligible to be earned if the average closing stock price over any thirty consecutive trading days equals or exceeds the price target of $46.96.

The grant date fair value of these stock price target MSUs was determined using the Monte Carlo simulation model. The weighted-average grant-date fair value of these stock price target MSUs granted during the nine months ended March 31, 2024 was $28.80 per share. The assumptions used in the Monte Carlo simulation included the expected volatility of 63%, risk-free interest rate of 4.45%, no expected dividend yield, expected term of three years based on possible future stock prices over the performance period based on the historical stock prices. The Company recognizes the expense related to these MSUs on a graded-vesting method over the estimated term.

Employee Stock Purchase Plan

The fair value of each share purchase option under the ESPP is estimated on the date of grant using the Black-Scholes-Merton option valuation model with the weighted average assumptions noted in the following table. The expected term of the ESPP represents the term of the offering period of each option. The risk-free interest rate is based on the estimated life and on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on the historical volatility on the Company’s common stock.

There were 0.8 million shares issued under the ESPP during each of the three months ended March 31, 2024 and 2023. There were 1.3 million and 1.5 million shares issued under the ESPP during the nine months ended March 31, 2024 and 2023, respectively. The following assumptions were used to determine the grant-date fair values of the ESPP shares during the following periods:

 

 

 

Employee Stock Purchase Plan

 

 

Employee Stock Purchase Plan

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31,
2024

 

 

March 31,
2023

 

 

March 31,
2024

 

 

March 31,
2023

 

Expected term

 

0.5 years

 

 

0.5 years

 

 

0.5 years

 

 

0.5 years

 

Risk-free interest rate

 

 

5.31

%

 

 

4.98

%

 

 

5.42

%

 

 

3.84

%

Volatility

 

 

52

%

 

 

49

%

 

 

47

%

 

 

55

%

Dividend yield

 

 

%

 

 

%

 

 

%

 

 

%

 

The weighted-average grant-date fair value of shares under the ESPP during the three months ended March 31, 2024 and 2023 was $3.68 and $5.63 per share, respectively. The weighted-average grant-date fair value of shares under the ESPP during the nine months ended March 31, 2024 and 2023 was $5.73 and $4.87 per share, respectively.