As of June 30, 2024, the Company had two outstanding stock incentive plans: the 2016 Equity Incentive Plan (“2016 Plan”) and the 2007 Incentive Award Plan (“2007 Plan”). The 2016 Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, performance shares, performance units, and RSUs. The vesting of RSUs granted under the 2016 Plan are primarily service‑based (over the requisite service period) while the vesting of performance units granted under the 2016 Plan consist of PSUs. Only employees of the Company are eligible to receive incentive stock options. Non‑employees may be granted non‑qualified stock options.

Stock options granted under the 2016 Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date. The stock options have 10-year contractual terms and generally become exercisable for 25% of the option shares one year from the date of grant and then ratably over the following 36 months. Service‑based RSUs granted generally vest 25% of the share units covered by the grant on each of the first through fourth anniversaries of the date of the grant, subject to the continued service of the grantee through each such date. RSUs granted to the Board of Directors vest over one year. PSUs granted generally vest at the end of a three year performance period and the amount of shares that vest are based on the Company's actual performance relative to predefined performance conditions. The Board of Directors has the discretion to use different vesting schedules. As of June 30, 2024, the 2007 Plan continued to remain in effect; however, the Company can no longer grant equity awards under such plans.

The following table summarizes the share‑based compensation charges included in the Company’s consolidated statements of operations and comprehensive loss (in thousands):


	Years ended June 30,
	2024		2023		2022
Cost of revenue	$	1,375	$	1,439	$	1,584
Research and development		1,456		1,396		1,371
Selling and marketing		1,905		1,586		2,213
General and administrative		4,748		5,632		5,432
Total	$	9,484	$	10,053	$	10,600

The following table summarizes the share‑based compensation charges for the Company’s equity awards (in thousands):


	Years ended June 30,
	2024		2023		2022
Stock options	$	741	$	2,011	$	2,565
Restricted stock units		7,307		7,004		6,160
Performance stock units		386		54		571
Employee stock purchase plan		1,050		984		1,304
Total	$	9,484	$	10,053	$	10,600

The fair value of each option is estimated at the date of grant using the Black‑Scholes option pricing formula with the following assumptions:


	Years Ended June 30,
	2024			2023			2022
Risk–free interest rate		—	%		—	%	2.71% - 3.21%
Dividend yield		—	%		—	%		—	%
Expected term		—			—		7.30 - 8.94
Expected volatility		—	%		—	%	54.1% - 57.3%

The Company did not grant any stock options to its employees in the years ended June 30, 2024 and 2023.

The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. The Company estimates the fair value of its stock options using the Black‑Scholes option‑pricing model. This fair value is then amortized over the requisite service periods of the awards. The Company estimates the expected term of stock option by taking the average of the vesting term and the contractual term of the option, as illustrated by the simplified method. The expected volatility is derived from the Company’s historical stock volatility over a period approximately equal to the expected term of the options. The risk‑free interest rate is based on the U.S. Treasury constant maturity rate on the date of grant. The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts.

A summary of option activity under the Company’s incentive plan is presented below (in thousands except per share and term amounts):


	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value (1)
Balance at June 30, 2023		5,480		$	3.40		6.53	$	3,580
Options granted		—			—
Options exercised		(90	)	$	2.60
Options forfeited/expired		(120	)	$	4.19
Balance at June 30, 2024		5,270		$	3.40		2.95	$	—
Vested or expected to vest at June 30, 2024		5,270		$	3.40		2.95	$	-
Exercisable at June 30, 2024		4,792		$	3.47		2.48	$	—

The aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the exercise price and the closing price of Accuray common stock of $1.82 and $3.87 on June 28, 2024 and June 30, 2023, respectively, The amount represents what would have been received by the option holders had all option holders exercised their options and sold the shares received upon exercise as of that date.

There were no options granted during the years ended June 30, 2024 and 2023. The grant date fair value of options granted during the year ended June 30, 2022 was $0.9 million. The total intrinsic value of options exercised during the year ended June 30, 2024 was not material and the total intrinsic value of options exercised during the year ended June 30, 2022 was $0.3 million. There were no options exercised during the year ended June 30, 2023. The total cash received from option exercises during the year ended June 30, 2024 and June 30, 2022 was $0.3 million and $1.2 million, respectively.

Tax benefits from tax deductions for exercised options and disqualifying dispositions in excess of the deferred tax asset, attributable to share compensation costs for such options, are credited to additional paid‑in capital. The benefits are recognized against income taxes. Realized excess tax benefits related to stock options exercises was zero for each of the years ended June 30, 2024, 2023 and 2022.

As of June 30, 2024, there was $0.6 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 0.9 years.

The following table summarizes information about outstanding and exercisable options at June 30, 2024 (in thousands, except years and exercise price):


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Outstanding		Weighted Average Exercise Price
$1.96 – $2.08		755		7.94	$	2.05		389	$	2.05
$2.60 – $2.60		1,439		1.65	$	2.60		1,439	$	2.60
$2.96 – $2.96		277		5.67	$	2.97		277	$	2.97
$4.10 – $4.10		2,048		0.68	$	4.10		2,048	$	4.10
$4.46 – $5.00		751		5.59	$	4.51		639	$	4.51
Total outstanding		5,270		2.95	$	3.40		4,792	$	3.47

The following table summarizes the activity of RSUs and PSUs (in thousands, except fair value per share):


Unvested Restricted Stock	Restricted Stock Units			Performance Stock Units			Total Number of Shares Underlying Stock Awards			Weighted Average Grant Date Fair Value Per Share
Unvested at June 30, 2023		5,334			2,049			7,383		$	2.77
Granted		3,697			1,264			4,961		$	2.62
Vested		(2,376	)		(137	)		(2,513	)	$	2.85
Cancelled/forfeited		(686	)		(363	)		(1,049	)	$	2.79
Unvested at June 30, 2024		5,969			2,813			8,782		$	2.66

The grant date fair value of the RSUs granted was $9.7 million, $7.2 million and $12.0 million for the years ended June 30, 2024, 2023 and 2022, respectively. The aggregate fair market value of the RSUs that vested during the years ended June 30, 2024, 2023 and 2022, was $5.9 million, $4.5 million and $6.4 million, respectively. As of June 30, 2024, there was $11.3 million of unrecognized compensation cost related to the RSUs, which is expected to be recognized over a weighted average period of 1.5 years.

The grant date fair value of PSUs granted was $3.3 million, $2.4 million and $3.7 million for the years ended June 30, 2024, 2023 and 2022, respectively. The aggregate fair value of the PSUs that vested during the year ended June 30, 2024, was $0.4 million. There were no PSUs that vested during the years ended June 30, 2023 and 2022. As of June 30, 2024, there was $2.6 million of unrecognized compensation cost related to the PSUs, which is expected to be recognized over a weighted average period of 2.0 years.

Under the Company’s Amended and Restated 2007 Employee Stock Purchase Plan, or ESPP, qualified employees are permitted to purchase the Company’s common stock at 85% of the lower of the fair market value of the common stock on the commencement date of each six month offering period, or the fair market value on the specified purchase date. Employees’ payroll deductions may not exceed 10% of their salaries. Employees may purchase up to 2,500 shares per each six month offering period, provided that the value of the shares purchased in any calendar year may not exceed $25,000, as calculated pursuant to the purchase plan.

The Company estimates the fair value of ESPP shares at the date of grant using the Black‑Scholes option pricing model. The weighted average assumptions were as follows:


	Years Ended June 30,
	2024	2023	2022
Risk–free interest rate	5.05% - 5.39%	4.65% - 5.44%	0.10% - 2.16%
Dividend yield	—%	—%	—%
Expected term	0.5 - 1.0	0.5 - 1.0	0.5 - 1.0
Expected volatility	37.22% - 61.48%	38.98% - 61.09%	35.49% - 54.33%

The risk‑free rate for the expected term of the ESPP option was based on the U.S. Treasury constant maturity rate for each offering period; expected volatility was based on the historical volatility of the Company’s common stock; and the expected term was based upon the offering period of the ESPP.

The Company issued 1.1 million, 1.3 million and 1.1 million shares under the ESPP during fiscal 2024, 2023 and 2022, respectively, at a weighted average purchase price per share of $1.79, $1.75 and $2.51, respectively. As of June 30, 2024, total unrecognized compensation cost related to the ESPP plan was $0.7 million, which the Company expects to recognize over a weighted average period of 0.9 years.

In November 2023, the Company’s stockholders approved amending and restating the 2016 Plan to increase the number of shares of the Company’s common stock available for issuance by 5.0 million shares. At June 30, 2024, the Company had 2.5 million shares of common stock reserved for issuance under the stock incentive plans and 3.8 million shares of common stock reserved for issuance under the employee stock purchase plan.