Stockholders’ Equity

3 Months Ended

Mar. 31, 2024


5. STOCKHOLDERS’ EQUITY

As of March 31, 2024, approximately 5.3 million shares remained available for future grants under the 2015 Stock and Incentive Compensation Plan.

Restricted Stock

Restricted stock activity was as follows:


	Restricted Stock Units (RSU)	Performance Stock Units (PSU)(1)	Weighted-Average Grant Date Fair Value per Share
Units in thousands			RSU		PSU
Outstanding at December 31, 2023	2,198	—	$	236.32	$	—
Awarded	2,592	504	$	134.71	$	156.98
Vested	(17)	—	$	309.40	$	—
Cancelled	(128)	(14)	$	223.88	$	167.68
Outstanding at March 31, 2024	4,645	490	$	179.69	$	156.68

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(1)We issue three different PSU awards. We issue PSU for which the number of shares issuable is based on our performance relative to specified earnings per share targets (EPS PSU) and PSU with a market condition that vest based on the Company’s relative total shareholder return as compared to a peer group of companies (rTSR PSU). In Q1 2024, we began to issue PSU for which the number of shares issuable is based on our performance relative to specified operating margin targets (OM PSU). The number of units reflect the estimated number of shares to be issued at the end of the performance period. For rTSR PSU, the number of units reflect the estimated number of shares to be issued based on performance as of the current reporting period. Awarded units are presented net of performance adjustments.

Stock Options

Stock option activity was as follows:


Units in thousands	Options	Weighted-Average Exercise Price		Performance Options(1)	Weighted-Average Exercise Price
Outstanding at December 31, 2023	35	$	330.25	16	$	87.74


Cancelled	(26)	$	330.25	—	$	—
Outstanding at March 31, 2024	9	$	330.25	16	$	87.74
Exercisable at March 31, 2024	9	$	330.25	—	$	—

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(1)The number of units reflect awards that have been granted and for which it is assumed to be probable that the underlying performance goals will be achieved.

Liability-Classified Awards

We grant cash-based equity incentive awards to GRAIL employees. For purposes of valuation and performance measurement of the awards, GRAIL’s stand-alone value calculation, as estimated by GRAIL based on its analysis and on input from independent valuation advisors and analyses, is used. The awards generally have terms of four years and vest in four equal installments on each anniversary of the grant date, subject to continued employment through the vesting period. These awards are accounted for as liability-classified awards.

Cash-based equity incentive award activity was as follows:


In millions
Outstanding at December 31, 2023	$	292
Granted	27
Vested and paid in cash	(43)
Cancelled	(8)
Change in fair value	11
Outstanding at March 31, 2024	$	279
Estimated liability as of March 31, 2024 (included in accrued liabilities)	$	41

We recognized share-based compensation expense of $29 million and $21 million in Q1 2024 and Q1 2023, respectively. As of March 31, 2024, approximately $238 million of total unrecognized compensation cost related to awards issued to date was expected to be recognized over a weighted-average period of approximately 2.4 years.

In connection with the acquisition of GRAIL, we assumed a performance-based award for which vesting is based on GRAIL’s future revenues. The award has an aggregate potential value of up to $78 million and expires, to the extent unvested, in August 2030. As of March 31, 2024, it was not probable that the performance conditions associated with the award will be achieved and, therefore, no share-based compensation expense, or corresponding liability, has been recognized in the condensed consolidated financial statements to-date.

Employee Stock Purchase Plan

The price at which common stock is purchased under the Employee Stock Purchase Plan (ESPP) is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. During Q1 2024, approximately 0.3 million shares were issued under the ESPP. As of March 31, 2024, there were approximately 12.1 million shares available for issuance under the ESPP.

The assumptions used and the resulting estimate of weighted-average fair value per share for stock purchased under the ESPP during Q1 2024 were as follows:



Risk-free interest rate	4.66% - 5.54%
Expected volatility	45% - 49%
Expected term	0.5 - 1.1 year
Expected dividends	0		%
Weighted-average grant-date fair value per share	$	44.95

Share Repurchases

We did not repurchase any shares during Q1 2024. As of March 31, 2024, authorizations to repurchase approximately $15 million of our common stock remained available under the $750 million share repurchase program authorized by our Board of Directors on February 5, 2020. The repurchases may be completed under a 10b5-1 plan or at management’s discretion.

Share-Based Compensation

Share-based compensation expense, which includes expense for both equity and liability-classified awards, reported in our condensed consolidated statements of operations was as follows:



In millions	Q1 2024		Q1 2023
Cost of product revenue	$	5	$	6
Cost of service and other revenue	2		1
Research and development	39		38
Selling, general and administrative	50		48
Share-based compensation expense, before taxes	96		93
Related income tax benefits	(22)		(21)
Share-based compensation expense, net of taxes	$	74	$	72

As of March 31, 2024, approximately $834 million of total unrecognized compensation cost related to restricted stock, including RSU and PSU, stock options, including performance stock options, and ESPP shares issued to date was expected to be recognized over a weighted-average period of approximately 2.9 years.