XML 41 R26.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
The following table reflects the components of stock-based compensation expense recognized in the Company's Consolidated Statements of Operations:
Year Ended
December 31,
20212020
Phantom units:
Cost of revenue— 27 
Selling, general and administrative—(23)
Research and development—36
Total phantom units stock-based compensation expense— 40 
Stock options:
Cost of revenue188100 
Selling, general and administrative3,012 1,688
Research and development424 246
Total stock options stock-based compensation expense3,6242,034
Restricted stock units:
Cost of revenue— 9
Selling, general and administrative128621
Research and development—23
Total restricted stock units stock-based compensation expense128 653
Related party share based payments
Selling, general and administrative67—
Research and development68—
Total related party stock-based compensation expense135—
Discontinued operations—(79)
Total stock-based compensation expense3,8872,648
Amount capitalized to internal-use software11897
Total stock-based compensation cost$4,005 $2,745 
Phantom Unit Plan
On March 31, 2015, the Company approved the NantHealth, LLC Phantom Unit Plan (the "Phantom Unit Plan"). The maximum number of phantom units that may be issued under the Phantom Unit Plan is equal to 11,590,909 minus the number of issued and outstanding Series C units of the Company. The grant date fair value of the phantom units is determined based on the closing price of the Company’s common stock on the NASDAQ Composite Index on the date of grant. All phantom units under the Phantom Unit Plan were fully vested as of December 31, 2020. Each grant of phantom units made to a participant under the Phantom Unit Plan vests over a requisite service period of 1 to 4 years, subject to completion of a liquidity event, and is subject to forfeiture upon termination of the participant’s continuous service to the Company for any reason. The Company’s IPO satisfied the liquidity event condition and the phantom units now entitle their holders to cash or noncash payments in an amount equal to the number of vested units held by that participant multiplied by the fair market value of one share of the Company’s common stock on the date each phantom unit vests. After the Company’s IPO, the Company will no longer issue any units under the Phantom Unit Plan.

The Company settled all vested phantom unit payments held by United States-based participants in shares of the Company’s common stock and classified these awards as equity awards in its Consolidated Balance Sheets. Awards held by participants who are based outside of the United States were settled in cash and are classified within accrued and other current liabilities in the Consolidated Balance Sheets as of December 31, 2020. In order to satisfy payroll withholding tax obligations triggered by the issuance of shares of common stock to holders of vested phantom units, the Company issued recipients a net lower number of shares of common stock to satisfy tax withholding obligations and remitted a cash payment for the related withholding taxes.

The following table summarizes the activity related to the unvested phantom units during the year ended December 31, 2020.
Number of UnitsWeighted-Average Grant-Date Fair Value
Unvested phantom units outstanding - December 31, 2019120,562 $11.49 
Vested (111,699)$11.32 
Forfeited (8,863)$14.26 
Unvested phantom units outstanding - December 31, 2020— $— 

The total fair value of phantom units that vested during the year ended December 31, 2020 totaled $279.

The Company previously granted phantom units to employees of related companies who are providing services to the Company under the Shared Services Agreement with NantWorks (see Note 19) as well as certain consultants of the Company. No phantom units were granted during the years ended December 31, 2021 and 2020. All other grants of phantom units have been made to employees of the Company. Stock-based compensation expense for the phantom units issued to participants who are based outside of the United States is re-measured at the end of each reporting period until the awards vest. The Company used the accelerated attribution method to recognize expense for all phantom units since the awards' vesting was subject to the completion of a liquidity event. The grant date fair value of the phantom units granted prior to LLC Conversion was estimated using both an option pricing method and a probability weighted expected return method.
During the years ended December 31, 2021 and 2020, the Company issued 0 and 64,048 shares, respectively, of common stock to participants of the Phantom Unit Plan based in the United States, after withholding approximately 0 and 36,238 shares, respectively, to satisfy tax withholding obligations. The Company made a cash payment of $0 and $100 to cover employee withholding taxes upon the settlement of these vested phantom units during the years ended December 31, 2021 and 2020, respectively.
2016 Equity Incentive Plan
In May and June of 2016, the Company’s Board of Directors adopted and the Company’s stockholders approved the 2016 Equity Incentive Plan (the "2016 Plan”) in connection with the Company’s IPO. The 2016 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants.
In April 2018, the Company’s Board of Directors adopted and, in June 2018, the Company’s stockholders approved an amendment to the 2016 Plan, to reserve a further 6,800,000 shares of common stock for issuance pursuant to the 2016 Plan. In May 2020, the Company’s stockholders approved an amendment to the 2016 Plan, to reserve a further 12,000,000 shares of common stock for issuance pursuant to the 2016 Plan. Following the approval of the amendments, a total of 24,800,000 shares of common stock were reserved for issuance pursuant to the 2016 Plan.
The Company intends to settle all vested restricted stock unit payments held by United States-based participants, except for certain awards to the Chief Operating Officer, in shares of the Company’s common stock and the Company classify these awards as equity awards in its Consolidated Balance Sheets. Awards held by participants who are based outside of the United States, and those awards agreed with participants to be settled in cash, will be settled in cash and are classified within accrued and other current liabilities in the Consolidated Balance Sheets as of December 31, 2021 and 2020. In order to satisfy payroll withholding tax obligations triggered by the issuance of shares of common stock to holders of restricted stock units, the Company issues recipients a net lower number of shares of common stock to satisfy tax withholding obligations and remitted a cash payment for the related withholding taxes.
Stock Options
Stock-based compensation expense is calculated based on the grant date fair value of the award and the attribution of that cost is being recognized ratably over requisite service periods of 1 to 4 years. Stock options expire ten years from the date of grant. The Company has utilized the Black-Scholes option-pricing model to determine the fair value of stock options based on the closing price of the Company’s common stock on the NASDAQ Composite Index on the date of grant.

The following table summarizes the weighted-average assumptions used to value stock options at their grant date and the weighted-average grant-date fair value per share:
Year Ended December 31,
20212020
Expected volatility70.37 %71.94 %
Expected term to exercise from grant date6.0 years6.2 years
Risk-free rate0.94 %0.41 %
Expected dividend yield— %— %
Weighted-average grant-date fair value per share of options$1.24 $2.39 
The following table summarizes the activity related to stock options during the year ended December 31, 2021:
 Number of 
Shares
Weighted-Average
Exercise Price
Weighted-Average Remaining Contractual LifeAggregate Intrinsic Value
Stock options outstanding - December 31, 20195,815,724 $0.56 
Granted5,195,000 $3.76 
Exercised(260,600)$0.55 $780 
Forfeited(725,000)$1.03 
Stock options outstanding - December 31, 202010,025,124 $2.19 9.1 years$13,372 
Granted7,090,000 $2.00 
Exercised(504,488)$0.55 $915 
Forfeited(2,135,000)$2.80 $743 
Stock options outstanding - December 31, 202114,475,636 $2.06 8.8 years$1,987 
Stock options exercisable - December 31, 20214,469,386 $1.40 7.9 years$1,560 
As of December 31, 2021, the number, weighted-average exercise price, weighted-average remaining contractual term, and aggregate intrinsic value of the Company's aggregate stock options that either had vested or are expected to vest approximate the corresponding amounts for stock options outstanding.
As of December 31, 2021, the Company had $12,752 of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.1 years.
The Company settles all exercised stock options by issuing shares of the Company's common stock without netting down the portion related to payroll withholding tax obligations.

Restricted Stock Units

The grant date fair value of the restricted stock units is determined based on the closing price of the Company’s common stock on the NASDAQ Composite Index on the date of grant. Each grant of restricted stock units made to a participant vests over a requisite service period of 1 to 4 years. The Company intends to settle all vested restricted stock unit payments held by United States-based participants in shares of the Company’s common stock and classifies these awards as equity awards in its Consolidated Balance Sheets. Awards held by participants who are based outside of the United States will be settled in cash and are classified within accrued and other current liabilities in the Consolidated Balance Sheets as of December 31, 2021 and 2020.
The following table summarizes the activity related to the unvested restricted stock units during the years ended December 31, 2021 and 2020:
 Number of Units
Weighted-Average Grant-Date
Fair Value
Unvested restricted stock units outstanding - December 31, 2019705,415 $2.68 
Granted179,558 $1.81 
Vested(540,711)$3.10 
Forfeited(90,954)$1.41 
Unvested restricted stock units outstanding - December 31, 2020253,308 $1.64 
Vested(118,603)$1.52 
Forfeited(15,000)$1.23 
Unvested restricted stock units outstanding - December 31, 2021119,705 $1.81 

Unrecognized compensation expense related to unvested restricted stock units was $129 at December 31, 2021, which is expected to be recognized as expense over the weighted-average period of 1.2 years.

The total fair value of RSUs that vested during the years ended December 31, 2021 and 2020 was $385 and $1,516, respectively.

During the years ended December 31, 2021 and 2020, the Company issued 100,053 and 391,738 shares, respectively, of common stock to participants of the 2016 Plan based in the United States, after withholding approximately 18,550 and 249,249 shares, respectively, to satisfy tax withholding obligations. The Company made a cash payment of $50 and $698 to cover employee withholding taxes upon the settlement of these vested restricted stock units during the years ended December 31, 2021 and 2020, respectively.