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Stock-Based Compensation | 3 Months Ended
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Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation In 2011, our board of directors adopted the Health Catalyst, Inc. 2011 Stock Incentive Plan (2011 Plan), which provided for the direct award, sale of shares, and granting of RSUs and options for our common stock to our directors, team members, or consultants. In connection with our initial public offering (IPO), our board of directors adopted the 2019 Stock Option and Incentive Plan (2019 Plan). The 2019 Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce, including the grant of incentive and non-statutory stock options, restricted and unrestricted stock, RSUs, and stock appreciation rights to our directors, team members, or consultants. We initially reserved 2,756,607 shares of our common stock (2,500,000 under the 2019 Plan and 256,607 shares under the 2011 Plan) that were available immediately prior to the IPO registration date. The 2019 Plan provides that the number of shares reserved available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2020, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. As of January 1, 2025, there were an additional 3,202,189 shares reserved for issuance under the 2019 Plan. As of March 31, 2025 and December 31, 2024, there were 26,846,400 and 23,644,211 shares authorized for grant, respectively, and 2,220,834 and 4,288,278 shares available for grant under the 2019 and 2011 Plan (collectively, the Stock Incentive Plan), respectively. The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our condensed consolidated statements of operations (in thousands):
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
| (unaudited) |  |
Restricted stock units | $ | 5,525 |  |  | $ | 8,343 |  |  |  |  |
Performance-based restricted stock units | 1,165 |  |  | 213 |  |  |  |  |
Employee stock purchase plan | 284 |  |  | 300 |  |  |  |  |
Restricted shares | 569 |  |  | 1,969 |  |  |  |  |
Options | — |  |  | 13 |  |  |  |  |
Total stock-based compensation | $ | 7,543 |  |  | $ | 10,838 |  |  |  |  |
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
| (unaudited) |  |
Cost of revenue | $ | 1,221 |  |  | $ | 1,697 |  |  |  |  |
Sales and marketing | 2,162 |  |  | 3,990 |  |  |  |  |
Research and development | 1,133 |  |  | 1,844 |  |  |  |  |
General and administrative | 3,027 |  |  | 3,307 |  |  |  |  |
Total stock-based compensation | $ | 7,543 |  |  | $ | 10,838 |  |  |  |  |
Stock options There were no stock options granted during the three months ended March 31, 2025 or 2024. A summary of the share option activity under the 2019 Plan for the three months ended March 31, 2025, is as follows:
| Time-Based Option Shares |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life in Years |  | Aggregate Intrinsic Value
| (unaudited)
Outstanding at January 1, 2025 | 1,053,251 |  |  | $ | 11.99 |  |  |  |  |
Options cancelled/expired | (30,209) |  |  | 10.53 |  |  |  |  |
Outstanding at March 31, 2025 | 1,023,042 |  |  | $ | 12.03 |  |  | 2.9 |  | $ | — |
Vested and expected to vest as of March 31, 2025 | 1,023,042 |  |  | $ | 12.03 |  |  | 2.9 |  | $ | — |
Vested and exercisable as of March 31, 2025 | 1,023,042 |  |  | $ | 12.03 |  |  | 2.9 |  | $ | — |
The aggregate intrinsic value of stock options exercised was less than $0.1 million for the three months ended March 31, 2024 and there were no stock options exercised during the three months ended March 31, 2025. All of our outstanding stock options are fully vested and there is no longer any related unrecognized compensation expense. Restricted stock units (RSUs) The service-based condition for RSUs is generally satisfied over three or four years with a cliff vesting period of one year and quarterly vesting thereafter. The following table sets forth the outstanding RSUs and related activity for the three months ended March 31, 2025:
| Restricted Stock Units |  | Weighted Average Grant Date Fair Value
| (unaudited)
Unvested and outstanding at January 1, 2025 | 3,505,406 |  |  | $ | 11.49 |
RSUs granted | 3,226,619 |  |  | 4.95 |
RSUs vested | (747,148) |  |  | 11.93 |
RSUs forfeited | (277,081) |  |  | 8.27 |
Unvested and outstanding at March 31, 2025 | 5,707,796 |  |  | $ | 7.76 |
During the three months ended March 31, 2025 and 2024, we granted RSUs with a weighted-average grant date fair value of $4.95 and $8.69, respectively, which represents the weighted-average closing price of our common stock on the grant date. The total grant date fair value of RSUs vested during the three months ended March 31, 2025 and 2024 was $8.9 million and $8.8 million, respectively. As of March 31, 2025, we had $40.9 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of 2.3 years. Performance-based restricted stock units (PRSUs) 2025 PRSUs During the three months ended March 31, 2025, certain named executive officers and other leadership team members were granted executive PRSUs with a three-year measurement period that include service conditions, performance conditions, and market conditions. The vesting of these PRSUs will be determined based on market-based targets for total shareholder return (TSR) achievement (weighted 25%) and financial performance targets for revenue growth rate achievement (weighted 25%) and Adjusted EBITDA margin achievement (weighted 50%). These PRSUs may vest in an amount up to the amount granted, subject to satisfaction of the pre-established targets. The number of PRSUs that will vest for the 2025, 2026, and 2027 vesting periods will be calculated as follows: (i) the market/performance achievement for the applicable vesting period, multiplied by (ii) approximately 33.33% of the PRSUs for each of the 2025, 2026, and 2027 vesting periods, each rounded to the nearest whole share. During the three months ended March 31, 2025, we also granted PRSUs to certain employees that included both service conditions and performance conditions related to company-wide goals. These PRSUs will vest to the extent the applicable performance conditions are achieved for the year ending December 31, 2025, and if the individual employee continues to provide services to us through the vesting date of March 1, 2026. The number of PRSUs that will ultimately vest from these 2025 PRSU grants can range from 0% to 100% of the original amount granted depending on our performance during 2025 against the pre-established targets. 2024 PRSUs During the three months ended March 31, 2024, certain named executive officers and other leadership team members were granted executive PRSUs with a three-year measurement period that include service conditions, performance conditions, and market conditions. The vesting of these PRSUs will be determined based on market-based targets for TSR achievement (weighted 25%) and financial performance targets for revenue growth rate achievement (weighted 25%) and Adjusted EBITDA margin achievement (weighted 50%). These PRSUs may vest in an amount up to the amount granted, subject to satisfaction of the pre-established targets. The number of PRSUs that will vest for the 2024, 2025, and 2026 vesting periods will be calculated as follows: (i) the market/performance achievement for the applicable vesting period, multiplied by (ii) approximately 33.33% of the PRSUs for each of the 2024, 2025, and 2026 vesting periods, each rounded to the nearest whole share. 2023 PRSUs During the three months ended March 31, 2023, certain named executive officers and other leadership team members were granted executive PRSUs with a three-year measurement period that include service conditions, performance conditions, and market conditions. The vesting of these PRSUs will be determined based on market-based targets for TSR achievement and financial performance targets for revenue growth rate achievement and Adjusted EBITDA margin achievement. Each of the three market and performance targets are weighted equally and these PRSUs may vest in an amount up to the amount granted, subject to satisfaction of the pre-established targets. The number of PRSUs that will vest in 2023, 2024, and 2025 will be calculated as follows: (i) the market/performance achievement for the applicable vesting period, multiplied by (ii) approximately 33.33% of the PRSUs for each of the 2023, 2024, and 2025 vesting periods, each rounded to the nearest whole share. The fair value of the market-based tranches included in the executive PRSUs were estimated on the date of grants using the Monte Carlo simulation valuation model with the following assumptions for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, 2025 |  | Three Months Ended March 31, 2024 |  |
| (unaudited)
Expected volatility | 71.6% |  | 65.5% |  |
Expected term (in years) | 1-3 |  | 1-3 |  |
Risk-free interest rate | 4.16% - 4.23% |  | 4.33% - 4.91% |  |
Expected dividends | — |  | — |  |
The following table sets forth the outstanding PRSUs, including executive PRSUs with market-based tranches, and related activity for the three months ended March 31, 2025:
| Performance-based Restricted Stock Units |  | Weighted Average Grant Date Fair Value
| (unaudited)
Unvested and outstanding at January 1, 2025 | 524,313 |  |  | $ | 9.90 |
PRSUs granted | 2,401,883 |  |  | 4.98 |
PRSUs vested | (146,734) |  |  | 9.82 |
PRSUs forfeited | (51,579) |  |  | 10.28 |
Unvested and outstanding at March 31, 2025 | 2,727,883 |  |  | $ | 5.56 |
During the three months ended March 31, 2025 and 2024, we granted PRSUs with a weighted-average grant date fair value of $4.98 and $9.45, respectively, which represents the weighted-average closing price of our common stock on the grant date for performance-based tranches and the estimated grant date fair value using a Monte Carlo simulation valuation model for market-based tranches. The total grant date fair value of PRSUs vested during the three months ended March 31, 2025 and 2024 was $1.4 million and $0.5 million, respectively. As of March 31, 2025, we had $11.1 million of unrecognized stock-based compensation expense related to outstanding PRSUs expected to be recognized over a remaining weighted-average period of 1.3 years. Employee stock purchase plan In connection with our IPO in July 2019, our board of directors adopted the ESPP and a total of 750,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of common stock available for issuance under the ESPP will be increased on the first day of each calendar year beginning January 1, 2020 and each year thereafter until the ESPP terminates. The number of shares of common stock reserved and available for issuance under the ESPP shall be cumulatively increased by the least of (i) 750,000 shares, (ii) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (iii) such lesser number of shares of common stock as determined by the ESPP Administrator. As of January 1, 2025, the number of shares of common stock available for issuance under the ESPP increased by 640,437 shares. The ESPP generally provides for six-month offering periods. The offering periods generally start on the first trading day after June 30 and December 31 of each year. The ESPP permits participants to elect to purchase shares of common stock through fixed percentage contributions from eligible compensation during each offering period, not to exceed 15% of the eligible compensation a participant receives during an offering period or accrue at a rate which exceeds $25,000 of the fair value of the stock (determined on the option grant date(s)) for each calendar year. A participant may purchase the lowest of (i) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the option price, (ii) 2,500 shares, or (iii) such other lesser maximum number of shares as shall have been established by the ESPP Administrator in advance of the offering period. Amounts deducted and accumulated by the participant will be used to purchase shares of common stock at the end of each offering period. The purchase price of the shares will be 85% of the lower of the fair value of common stock on the first trading day of each offering period or on the purchase date. Participants may end their participation at any time during an offering period and will be paid their accumulated contributions that have not been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The fair value of the purchase right for the ESPP option component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31,
| 2025 |  | 2024
| (unaudited)
Expected volatility | 75.2% |  | 55.5%
Expected term (in months) | 6 |  | 6
Risk-free interest rate | 4.25% |  | 5.24%
Expected dividends | — |  | —
As of March 31, 2025, a total of 217,113 shares were issuable to employees based on ESPP contribution elections and unrecognized ESPP compensation cost was $0.3 million, which is expected to be recognized over the remaining portion of the current offering period during the three months ending June 30, 2025. As of March 31, 2025, 2,242,440 shares were available for future issuance under the ESPP. Restricted shares issued in connection with business combinations As part of the Upfront acquisition that closed on January 22, 2025, 106,196 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of these shares is subject to eighteen months of continuous service with cliff vesting. In addition we entered into certain management retention bonus agreements that may result in the issuance of up to approximately 151,148 restricted shares of common stock to certain Upfront management team members, a portion of which is variable based upon the achievement of earn-out performance targets. The retention bonuses are recorded as post-combination compensation expense and adjusted out of our purchase price consideration. During the three months ended March 31, 2025, 86,975 of these retention bonus restricted shares vested. As part of the ERS acquisition that closed on October 2, 2023, 175,901 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was originally subject to eighteen months of continuous service with cliff vesting. However, due to workforce reductions made as part of the 2023 Restructuring Plan, the ERS restricted shares were fully vested in February 2024, resulting in an acceleration of the related stock-based compensation expense. As part of the KPI Ninja acquisition that closed on February 24, 2022, 356,919 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to continuous service with 25% vesting upon each six-month anniversary of the acquisition close date, with the final vesting date as of February 24, 2024. As of March 31, 2025, we had $0.5 million of unrecognized stock-based compensation expense related to outstanding restricted shares expected to be recognized over a weighted-average period of 0.9 years.

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