Stockholders' Equity

9 Months Ended

Jun. 30, 2022

Note 11. Stockholders’ Equity

On October 2, 2019, we registered the issuance of 6,350,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), consisting of 5,300,000 shares of Common Stock reserved for issuance upon the exercise of options granted, or in respect of awards granted, under the Cerence 2019 Equity Incentive Plan, (“Equity Incentive Plan”), and 1,050,000 shares of Common Stock that are reserved for issuance under the Cerence 2019 Employee Stock Purchase Plan. The Equity Incentive Plan provides for the grant of incentive stock options, stock awards, stock units, stock appreciation rights, and certain other stock-based awards. The shares available for issuance will automatically increase on January 1st of each year, by the lesser of (A) three percent (3%) of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st; and (B) the number of shares of Common Stock determined by the Board on or prior to such date for such year.

Restricted Units

Information with respect to our non-vested restricted stock units for the nine months ended June 30, 2022 was as follows:


	Non-Vested Restricted Stock Units
	Time-Based Shares			Performance- Based Shares			Total Shares			Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Non-vested at September 30, 2021		1,420,532			654,619			2,075,151		$	44.20
Granted		782,887			383,637			1,166,524		$	69.99
Vested		(929,585	)		(474,681	)		(1,404,266	)	$	60.17
Forfeited		(195,273	)		(134,847	)		(330,120	)	$	53.37
Non-vested at June 30, 2022		1,078,561			428,728			1,507,289		$	61.99
Expected to vest								1,507,289		$	61.99		0.92	$	38,014

Stock-based Compensation

Stock-based compensation was included in the following captions in our Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2022 and 2021 (in thousands):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Cost of connected services	$	97	$	165	$	440	$	937
Cost of professional services		625		1,543		2,944		4,008
Research and development		2,531		4,774		8,672		13,377
Sales and marketing		1,239		2,774		2,083		8,351
General and administrative		1,761		5,454		4,881		15,506
Restructuring and other costs, net		—		—		4,000		—
	$	6,253	$	14,710	$	23,020	$	42,179

For the nine months ended June 30, 2022, we had lower stock-based compensation expense relating to our performance-based restricted stock units compared to the nine months ended June 30, 2021. Compensation cost for our performance-based restricted stock units is recognized based on the number of units expected to vest upon the achievement of the performance conditions. During the nine months ended June 30, 2022, we recorded $4.0 million, net of $5.0 million in forfeitures, in stock-based compensation due to the resignation of our former CEO and the resulting modification of certain stock-based awards in Restructuring and other costs, net. We recorded $2.4 million, net of $0.2 million in forfeitures, in stock-based compensation due to the retirement of our former CFO and resignation of our former General Counsel and the resulting modification of certain stock-based awards.