XML 39 R24.htm IDEA: XBRL DOCUMENT v3.25.0.1
Employee Benefits and Share-Based Compensation
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Employee Benefits and Share-Based Compensation Employee Benefits and Share-Based Compensation
Equity Incentive Plans
1997 Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan (“ESPP”), under which employees can purchase shares of its common stock based on a percentage of their compensation, but not greater than 15% of their earnings; provided, however, an eligible employee’s right to purchase shares of the Company’s common stock may not accrue at a rate which exceeds $25,000 of the fair market value of such shares for each calendar year in which such rights are outstanding. The purchase price per share must be equal to the lower of 85% of the fair value of the common stock at the beginning of a 24-month offering period or the end of each six-month purchasing period.
For the years ended December 31, 2024 and 2023, employees purchased approximately 524,000 and 353,000 shares of common stock, respectively, under the ESPP at a weighted-average price of $24.14 and $46.68, respectively.
2009 Equity Incentive Plan
The 2009 Equity Incentive Plan (“2009 Plan”), as amended, provides for the issuance of incentive stock options, RSAs, RSUs, PSUs, and other stock awards to the Company’s employees, directors, and consultants.
RSUs generally vest over periods of up to four years, with one-fourth of the shares vesting one year from the vesting commencement date with respect to initial grants, and the remaining shares vesting in 12 equal quarterly installments thereafter. Awards of restricted stock to non-employee directors are granted on the date of the annual meeting of stockholders and vest in full on the date of the next annual meeting of stockholders, provided such non-employee director remains a director on such date. PSUs granted to the Company’s executives may include performance and market conditions. PSUs become eligible for vesting when certain market or performance conditions are met. PSUs generally vest over periods of up to four years, with one-fourth of the shares vesting approximately one year from the vesting commencement date with respect to initial grants and upon confirmation by the Compensation Committee that the performance target has been met, and the remaining shares generally vesting in equal semi-annual or quarterly installments over the remaining three years. Vesting is contingent upon continued service.
Share-Based Compensation Expense
The following table sets forth the total share-based compensation expense:
Year Ended December 31,
202420232022
(In thousands)
Cost of product and service revenues$6,373 $8,288 $9,067 
Research and development4,441 6,941 11,368 
Selling, general, and administrative28,502 40,071 47,812 
Total share-based compensation expense$39,316 $55,300 $68,247 
During the years ended December 31, 2024 and 2023, the Company capitalized approximately $3.6 million and $4.4 million, respectively, of non-cash share-based compensation expense to internal-use and external-use software development costs related to internal labor. The Company did not capitalize any material non-cash share-based compensation expense to inventory during the years ended December 31, 2024 and 2023. Income tax benefit (expense) realized from share-based compensation was an expense of $5.4 million and $6.5 million for the years ended December 31, 2024 and 2023, respectively, and a benefit of $5.2 million for the year ended December 31, 2022.
Stock Options
There were no stock options granted during the years ended December 31, 2024 and 2022. During the year ended December 31, 2023, the Company granted 200,000 shares of options at the weighted-average fair value per share of options of $19.48.
The following table summarizes the stock option activity under the 2009 Plan:
Number of
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining Years
Aggregate
Intrinsic Value
(In thousands, except per share data)
Outstanding at December 31, 20232,023 $67.68 4.6$1,013 
Granted— — 
Exercised(24)31.76 
Expired(216)73.44 
Forfeited(23)63.99 
Outstanding at December 31, 20241,760 $67.51 3.6$2,619 
Exercisable at December 31, 20241,757 $67.33 3.6$2,619 
Vested and expected to vest at December 31, 2024 and thereafter1,760 $67.50 3.6$2,619 
The intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was $0.3 million, $3.2 million, and $23.9 million, respectively.
Restricted Stock Units (“RSUs”)
The following table summarizes the RSU activity under the 2009 Plan:
Number of
Shares
Weighted-Average
Grant Date Fair Value
Weighted-Average
Remaining Years
Aggregate
Intrinsic Value
(In thousands, except per share data)
Outstanding at December 31, 20231,078 $84.66 1.5$40,551 
Granted 1,083 40.35 
Vested (380)89.84 
Forfeited(167)76.17 
Outstanding and unvested at December 31, 20241,614 $54.58 1.6$71,849 
The weighted-average grant date fair value per share of RSUs granted during the years ended December 31, 2024, 2023, and 2022 was $40.35, $63.74, and $111.12, respectively. The total fair value of RSUs that vested in the years ended December 31, 2024, 2023, and 2022 was $34.1 million, $38.0 million, and $30.7 million, respectively.
As of December 31, 2024, total unrecognized compensation cost related to RSUs was $56.2 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.1 years.
Restricted Stock Awards (“RSAs”)
The following table summarizes the RSA activity under the 2009 Plan:
Number of
Shares
Weighted-Average
Grant Date Fair Value
(In thousands, except per share data)
Outstanding at December 31, 202324 $70.96 
Granted 51 31.94 
Vested (26)67.32 
Outstanding and unvested at December 31, 202449 $31.91 
The weighted-average grant date fair value per share of RSAs granted during the years ended December 31, 2024, 2023, and 2022 was $31.94, $70.96, and $109.39, respectively. The total fair value of RSAs that vested in the years ended December 31, 2024, 2023, and 2022 was $1.8 million, $1.4 million, and $1.6 million, respectively.
Performance-Based Stock Unit Awards (“PSUs”)
During the year ended December 31, 2023, the Company granted 65,000 PSUs to its executive officers, none of which became eligible for vesting as the achievement of a certain level of shareholder return was not achieved. During the year ended December 31, 2024, the Company granted 177,069 PSUs to its executive officers, of which 0% to 200% may become eligible for vesting depending on the level of shareholder return for the period from March 1, 2024 through March 1, 2025.
The number of shares that vest at the end of the performance period depends on the percentile ranking of the total shareholder return for Omnicell stock over the performance period relative to the total shareholder return of certain companies in the healthcare sector of the S&P 400 and S&P 600 indexes. Stock price appreciation is calculated based on the trailing 20-day average stock price just prior to the first trading day of March in the grant year, compared to the trailing 20-day average stock price just prior to the first trading day of March in the year subsequent to the grant year.
The following table summarizes the PSU activity under the 2009 Plan:
Number of
Shares
Weighted-Average
Grant Date Fair Value
(In thousands, except per share data)
Outstanding at December 31, 202375 $127.14 
Granted (Awarded)177 28.67 
Vested (Released)(10)157.56 
Forfeited(65)122.29 
Outstanding and unvested at December 31, 2024177 $28.67 
The weighted-average grant date fair value per share of PSUs granted during the years ended December 31, 2024, 2023, and 2022 was $28.67, $122.29, and $155.27, respectively. The total fair value of PSUs that vested in the years ended December 31, 2024, 2023, and 2022 was $1.6 million, $6.1 million, and $15.0 million, respectively.
As of December 31, 2024, total unrecognized compensation cost related to PSUs was approximately $2.9 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.4 years.
Summary of Shares Reserved for Future Issuance under Equity Incentive Plans
The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of December 31, 2024:
Number of Shares
(In thousands)
Stock options outstanding1,760 
Non-vested restricted stock awards1,840 
Shares authorized for future issuance3,362 
ESPP shares available for future issuance2,726 
Total shares reserved for future issuance9,688 
401(k) Plan
The Company has established a pre-tax savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan allows eligible employees in the United States to voluntarily contribute a portion of their pre-tax salary, subject to a maximum limit specified in the Internal Revenue Code. The Company generally matches 50% of employee contributions up to $3,000, annually. The Company’s contributions under this plan were $7.5 million, $7.9 million, and $8.1 million in the years ended December 31, 2024, 2023, and 2022, respectively.