As of March 31, 2023, the Company had an active stock-based incentive compensation plan and an employee stock purchase plan: the 2015 Equity Incentive Award Plan (as amended and restated, the “2015 Plan”), and the 2015 Employee Stock Purchase Plan (as amended and restated, the “ESPP”), respectively. All new equity compensation grants are issued under these two plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans.

In 2022, the Company's board of directors determined the 2018 Inducement Program (“2018 Plan”) was no longer required under ViewRay’s compensation program and terminated it. No further awards will be granted under this plan and no such awards have been granted since August 16, 2021. As a result, all 1,501,304 shares previously available for issuance under the 2018 Plan have been restored to the Company’s general authorized but unissued share reserve, and are no longer set aside for grants under the 2018 Plan.

The 2015 Plan provides for the grant of stock and stock-based awards including stock options, restricted stock units (including deferred stock units), performance-based stock units, and stock appreciation rights. Additionally, stock units may be issued as performance-based stock units to align stock compensation awards to the attainment of annual or long-term performance goals.

Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and comprehensive loss is classified as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Cost of revenue	$	162	$	176
Research and development	450		724
Selling and marketing	466		693
General and administrative	2,259		3,439
Total stock-based compensation expense	$	3,337	$	5,032

The Company’s stock-based compensation expense is based on the value of the portion of share-based payment awards that are ultimately expected to vest, assuming estimated forfeitures at the time of grant. Stock-based compensation relating to stock-based awards granted to consultants was insignificant for the three months ended March 31, 2023 and 2022.

Restricted Stock Units ("RSUs") are granted to the Company's board of directors and employees for their services. Deferred Stock Units ("DSUs") are granted to the Company's board of directors at their election in lieu of retainer and committee service fees. The DSUs granted to board members are either fully vested upon issuance or vest over a period of time from the grant date and will be released and settled upon termination of the board member’s services, the occurrence of a change in control event, or the tenth anniversary of the grant date. The RSUs and DSUs granted to employees and/or

board members vest in equal annual or monthly installments over one to three years from the grant date and are subject to the participants continuing service to the Company over that period.

Performance share units (“PSUs”) are granted to the Company’s employees which vest based on the achievement of performance targets set by the Company based on a three-year performance period.

The grant date fair values of ISUs are based on the closing market price of our common stock on the grant date. Stock-based compensation expense, net of forfeitures, is recognized on a straight-line basis over the requisite service period. For PSUs, compensation expense is updated for the Company’s expected performance level against performance goals at the end of each reporting period, which involves judgment as to achievement of certain performance metrics. More specifically, achievement of a compound annual revenue growth rate will result in a percentage payout of the target PSUs awarded. If the Company’s compound annual revenue growth rate is between threshold and target or between target and maximum, payouts will be linearly interpolated.


	RSUs and DSUs			PSUs
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at December 31, 2022	5,020,029	$	4.16	3,550,855	$	4.33
Granted	2,200,988	$	4.39	1,372,107	$	4.34
Performance based adjustment (1)	—	$	—	(1,150,777)	$	4.49
Vested	(1,994,691)	$	3.91	—	$	—
Cancelled or forfeited	(96,515)	$	3.31	(53,029)	$	4.34
Unvested at March 31, 2023	5,129,811	$	4.43	3,719,156	$	4.21
Vested and unreleased	274,943			—
Outstanding at March 31, 2023	5,404,754			3,719,156

The total grant date fair value of ISUs awarded was $15.6 million and $12.9 million for the three months ended March 31, 2023 and 2022, respectively. The total fair value of ISUs vested was $8.6 million and $6.9 million during the three months ended March 31, 2023 and 2022, respectively.

At March 31, 2023, total unrecognized stock-based compensation cost related to ISUs, net of estimated forfeitures, was $23.2 million, which is expected to be recognized over a weighted-average period of 2.0 years. As of March 31, 2023, 7.5 million shares of ISUs are expected to vest.

Stock options awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant and with a four-year vesting schedule. Stock option awards generally expire 10 years from the date of grant.


	Number of Stock Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
					(In thousands)
Options outstanding at December 31, 2022	6,748,580	$	6.97	5.0	$	3,307
Options granted	—	—
Options exercised	(224,741)	$	1.28
Options cancelled or forfeited	(250,732)	$	7.20
Options outstanding at March 31, 2023	6,273,107	$	7.16	4.6	$	1,530
Options exercisable at March 31, 2023	6,100,929	$	7.30	4.7	$	1,267
Options vested and expected to vest at March 31, 2023	6,260,370	$	7.17	4.6	$	1,510

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was nominal for the three months ended March 31, 2023 and 2022.

At March 31, 2023, total unrecognized stock-based compensation cost related to stock options granted to employees, net of estimated forfeitures, was $0.2 million, which is expected to be recognized over a weighted-average period of 1.0 year.

The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of complex and subjective variables. The variables used to calculate the fair value of stock options using the Black-Scholes option-pricing model include actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s common stock, the risk-free interest rate and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine.

The risk-free interest rate is based on the zero-coupon U.S. Treasury notes, with maturities similar to the expected term of the options. The Company has not paid and does not anticipate paying cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.

The forfeiture rate of stock options is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures have been estimated by the Company based upon historical and expected forfeiture experience.

In July 2015, the Company adopted the ESPP. Certain employees, as defined by the ESPP, are eligible to participate in the ESPP if employed by the Company for at least 20 hours per week during at least five months per calendar year. Participating employees may contribute up to the lesser of 15% of their eligible earnings or $30,000 during each offering period, provided that in no event shall a participating employee be permitted to purchase more than 3,000 shares of common stock during each offering period.