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Stock-Based Compensation | 12 Months Ended
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Nov. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation We currently have one stockholder-approved stock plan from which we can issue stock-based awards, which was approved by our stockholders in fiscal year 2008 and most recently amended and approved by stockholders in May 2024 ("2008 Plan"). The 2008 Plan permits the granting of stock awards to officers, members of the Board of Directors, employees and consultants. Awards under the 2008 Plan may include nonqualified stock options, incentive stock options, grants of conditioned or restricted stock, unrestricted grants of stock, grants of stock contingent upon the attainment of performance goals, deferred stock units and stock appreciation rights. A total of 6,048,610 shares were available for issuance as of November 30, 2024. We had previously adopted two stock plans for which the approval of stockholders is not required: the 2002 Nonqualified Stock Plan ("2002 Plan") and the 2004 Inducement Stock Plan ("2004 Plan"). The 2002 Plan permits the granting of stock awards to non-executive officer employees and consultants. Executive officers and members of the Board of Directors are not eligible for awards under the 2002 Plan. Awards under the 2002 Plan may include nonqualified stock options, grants of conditioned or restricted stock, unrestricted grants of stock, grants of stock contingent upon the attainment of performance goals and stock appreciation rights. A total of 102,482 shares were available for issuance under the 2002 Plan as of November 30, 2024. Additional shares cannot be added to the 2002 Plan without stockholder approval. During the fiscal year ended November 30, 2024, we terminated the 2004 Plan. Under all of our plans, the awards granted generally begin to vest within one year of the grant. A summary of stock option activity under all the plans is as follows:
| Shares (in thousands) |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Options outstanding, December 1, 2023 | 2,052 |  |  | $ | 44.09 |  |  |  |  |
Granted | 266 |  |  | 58.11 |  |  |  |  |
Exercised | (379) |  |  | 44.78 |  |  |  |  |
Canceled | (113) |  |  | 47.54 |  |  |  |  |
Options outstanding, November 30, 2024 | 1,826 |  |  | $ | 45.89 |  |  | 3.8 |  | $ | 40,435 |
Exercisable, November 30, 2024 | 1,133 |  |  | $ | 43.27 |  |  | 3.1 |  | $ | 28,042 |
Vested or expected to vest, November 30, 2024 | 1,826 |  |  | $ | 45.89 |  |  | 3.8 |  | $ | 40,435 |
A summary of restricted stock units' activity is as follows:
(in thousands, except per share data) | Number of Shares |  | Weighted Average Fair Value
Restricted stock units outstanding, December 1, 2023 | 1,307 |  |  | $ | 49.27 |
Granted | 979 |  |  | 56.70 |
Issued | (796) |  |  | 48.49 |
Canceled | (88) |  |  | 53.60 |
Restricted stock units outstanding, November 30, 2024 | 1,402 |  |  | $ | 54.62 |
Each restricted stock unit represents one share of common stock. The restricted stock units generally vest semi-annually over a three-year period. Performance-based restricted stock units are subject to multi-year performance criteria aligned with our business plan and are earned only to the extent the performance criteria are achieved. The fair value of stock awards, restricted stock units and DSUs is equal to the closing price of our common stock on the date of grant, less the present value of expected dividends when applicable. During the first quarter of fiscal years 2024, 2023 and 2022, we granted performance-based restricted stock units that include two performance metrics under a Long-Term Incentive Plan ("LTIP") where the performance measurement period is three years. For the 2024, 2023 and 2022 plans, the vesting terms were based on the following: (i) 75% is based on achievement of a three-year cumulative operating income, and (ii) 25% is based on our level of attainment of specified TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods. The vesting of LTIP awards is also subject to continued employment of the grantees through the performance period, except in the event of a qualifying termination. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model for the market condition portion of the award and used the closing price of our common stock on the date of grant, less the present value of expected dividends when applicable, for the portion related to the performance condition. The 1991 Employee Stock Purchase Plan was most recently amended and approved by stockholders in May 2023 ("ESPP") and permits eligible employees to purchase up to an aggregate of 11,250,000 shares of our common stock through accumulated payroll deductions. The ESPP has a 27-month offering period comprised of nine three-month purchase periods. The purchase price of the stock is equal to 85% of the lesser of the market value of such shares at the beginning of a 27-month offering period or the end of each three-month segment within such offering period. If the market price at any of the nine purchase periods is less than the market price on the first date of the 27-month offering period, subsequent to the purchase, the offering period is canceled and the employee is entered into a new 27-month offering period with the then current market price as the new base price. We issued 324,000 shares, 279,000 shares, and 301,000 shares with weighted average purchase prices of $38.08, $36.88, and $30.59 per share, respectively, in fiscal years 2024, 2023, and 2022, respectively. At November 30, 2024, approximately 783,000 shares were available and reserved for issuance under the ESPP. We estimated the fair value of stock options and ESPP awards granted in fiscal years 2024, 2023, and 2022 on the measurement dates using the Black-Scholes option valuation model, and LTIP awards using the Monte Carlo Simulation valuation model, with the following weighted average assumptions:
| Fiscal Year Ended
| November 30, 2024 |  | November 30, 2023 |  | November 30, 2022
Stock options: |  |  |  |  |
Expected volatility | 27.3 | % |  | 30.6 | % |  | 31.0 | %
Risk-free interest rate | 4.1 | % |  | 3.5 | % |  | 1.9 | %
Expected life (in years) | 4.8 |  | 4.8 |  | 4.8
Expected dividend yield | 1.2 | % |  | 1.4 | % |  | 1.6 | %
Employee stock purchase plan: |  |  |  |  |
Expected volatility | 24.5 | % |  | 26.9 | % |  | 31.8 | %
Risk-free interest rate | 4.7 | % |  | 4.9 | % |  | 2.4 | %
Expected life (in years) | 1.2 |  | 1.2 |  | 1.2
Expected dividend yield | 1.3 | % |  | 1.3 | % |  | 1.5 | %
Long-term incentive plan: |  |  |  |  |
Expected volatility | 26.9 | % |  | 31.4 | % |  | 35.1 | %
Risk-free interest rate | 4.1 | % |  | 3.8 | % |  | 1.3 | %
Expected life (in years) | 2.8 |  | 2.9 |  | 2.9
Expected dividend yield | — | % |  | — | % |  | — | %
For each stock option award, the expected life in years is based on historical exercise patterns and post-vesting termination behavior. Expected volatility is based on historical volatility of our stock, and the risk-free interest rate is based on the U.S. Treasury yield curve for the period that is commensurate with the expected life at the time of grant. The expected annual dividend yield is based on the weighted-average of the dividend yield assumptions used for options granted during the applicable period. For each ESPP award, the expected life in years is based on the period of time between the beginning of the offering period and the date of purchase, plus an additional holding period of three months. Based on the above assumptions, the weighted average estimated fair value of stock options granted in fiscal years 2024, 2023, and 2022 was $15.79, $14.40, and $10.95 per share, respectively. We amortize the estimated fair value of stock options to expense over the vesting period using the straight-line method. The weighted average estimated fair value for shares issued under our ESPP in fiscal years 2024, 2023, and 2022 was $13.11, $13.56, and $11.01 per share, respectively. We amortize the estimated fair value of shares issued under the ESPP to expense over the vesting period using a graded vesting model. Total unrecognized stock-based compensation expense, net of expected forfeitures, related to unvested stock options and unvested restricted stock awards amounted to $65.8 million at November 30, 2024. These costs are expected to be recognized over a weighted average period of two years. The following additional activity occurred under our plans:
| Fiscal Year Ended
(in thousands) | November 30, 2024 |  | November 30, 2023 |  | November 30, 2022
Total intrinsic value of stock options on date exercised | $ | 7,471 |  |  | $ | 12,171 |  |  | $ | 1,717 |
Total fair value of deferred stock units on date vested | $ | 1,600 |  |  | $ | 2,260 |  |  | $ | 2,029 |
Total fair value of restricted stock units on date vested | $ | 47,145 |  |  | $ | 33,402 |  |  | $ | 25,597 |
The following table provides the classification of stock-based compensation as reflected in our consolidated statements of operations:
| Fiscal Year Ended
(in thousands) | November 30, 2024 |  | November 30, 2023 |  | November 30, 2022
Cost of maintenance and services | $ | 3,540 |  |  | $ | 2,976 |  |  | $ | 1,969 |
Sales and marketing | 8,964 |  |  | 6,797 |  |  | 4,884 |
Product development | 13,551 |  |  | 12,214 |  |  | 10,326 |
General and administrative | 20,701 |  |  | 18,542 |  |  | 19,915 |
Total stock-based compensation | $ | 46,756 |  |  | $ | 40,529 |  |  | $ | 37,094 |
Income tax benefit included in the provision for income taxes | $ | 10,091 |  |  | $ | 9,355 |  |  | $ | 6,344 |

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