Stockholders' Equity | Stockholders ’ Equity Common Stock As of March 31, 2021, there were 200,000,000 shares of common stock authorized, 71,351,202 shares issued, and 68,641,372 shares outstanding. As of December 31, 2020, there were 200,000,000 shares of common stock authorized, 70,264,265 shares issued and 67,554,435 shares outstanding. The par value for shares of common stock is $0.001 per share. On November 12, 2019, the Company filed an amendment to its Certificate of Incorporation to authorize an additional 100,000,000 shares of common stock. Preferred Stock As of March 31, 2021 and December 31, 2020, there were 5,000,000 shares of preferred stock authorized, and zero shares issued and outstanding. The par value for shares of preferred stock is $0.001 per share. Stock Repurchase Program From 2012 through 2018, the Company had a stock repurchase program in place pursuant to which the Company was authorized to repurchase shares of its common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations. The timing and actual number of shares repurchased depended on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements and other market conditions. The program was discontinued at the end of 2018. The Company may or may not enter into a new stock repurchase program in the future. Stock-Based Compensation The Company follows ASC 718-10, “Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award with limited exceptions. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company’s forfeiture rate assumptions, which estimate the share-based awards that will ultimately vest, requires judgment, and to the extent actual results or updated estimates differ from management's current estimates, such amounts will be recorded as a cumulative adjustment in the period of change and could be materially different from share-based compensation expense recorded in prior periods. The per share weighted average fair value of stock options granted was $31.60 and $8.18 during the three months ended March 31, 2021 and 2020, respectively. The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions: Three Months Ended March 31, 2021 2020 Dividend yield 0.0% 0.0% Risk-free interest rate 0.46% 0.66% Expected life (in years) 5 5 Historical volatility 53.94% 46.50% A description of the methods used in the significant assumptions used to estimate the fair value of stock-based compensation awards follows: Dividend yield – The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term. Risk-free interest rate – The Company uses the market yield on U.S. Treasury securities at five years with constant maturity, representing the current expected life of stock options in years. Expected life – The Company uses historical data to estimate the expected life of a stock option. Historical volatility – The Company uses a trailing five year from grant date to determine volatility. Stock Option Plans During 1998, the Company established the Stock Option and Restricted Stock Purchase Plan (the “1998 Plan”). Under the 1998 Plan, the Board of Directors could issue incentive stock options or nonqualified stock options to purchase up to 5,850,000 shares of common stock. The 2000 Stock Incentive Plan (the “2000 Plan”) succeeded the 1998 Plan. Under the 2000 Plan, the options which had been outstanding under the 1998 Plan were incorporated in the 2000 Plan increasing the number of shares available for issuance under the plan by approximately 4,150,000, thereby reserving for issuance 10,000,000 shares of common stock in the aggregate. The Company established the 2009 Stock Incentive Plan (the “2009 Plan”) as a successor to the 2000 Plan. Under the 2009 Plan, the options which had been outstanding under the 2000 Plan were incorporated into the 2009 Plan and the Company increased the number of shares available for issuance under the plan by 6,000,000. The Company amended the 2009 Plan (the “Amended 2009 Plan”) effective June 7, 2012. The Amended 2009 Plan increased the number of shares authorized for issuance under the plan by an additional 4,250,000. On June 2, 2017, the Company’s Board of Directors amended and restated the Amended 2009 Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 4,000,000. On April 11, 2019, the Company’s Board of Directors adopted, and on June 6, 2019, the Company’s stockholders approved, the 2019 Stock Incentive Plan (“2019 Stock Incentive Plan”) to replace the Amended 2009 Plan, which was set to expire under its terms on June 9, 2019. Under the 2019 Stock Incentive Plan, the number of shares underlying options and other equity awards which remain outstanding, as well as the number of shares that remained available for grant, under the Amended 2009 Plan and under the Amended 2000 Plan were incorporated, as of June 6, 2019, into the 2019 Stock Incentive Plan. In addition, under the 2019 Stock Incentive Plan, 4,250,000 new shares were authorized for issuance. On June 11, 2020, the Company’s Board of Directors adopted, and on June 17, 2020, the company’s stockholders approved, the amendments to the LivePerson, Inc. 2019 Stock Incentive Plan. In addition, under the 2019 Stock Incentive Plan, 3,000,000 new shares were authorized for issuance. The number of shares authorized for issuance under the 2019 Stock Incentive Plan, the Amended 2009 Plan, and the 2000 Plan is 35,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have 10-year terms. As of March 31, 2021, approximately 2.6 million shares of common stock remained available for issuance under the 2019 Stock Incentive Plan (taking into account all option exercises and other equity award settlements through March 31, 2021). Employee Stock Purchase Plan In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan with 1,000,000 shares of common stock initially reserved for issuance. Subject to stockholder approval, which was obtained on June 2, 2017, the Company’s Board of Directors amended and restated the 2010 Employee Stock Purchase Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 1,000,000, thereby reserving for issuance 2,000,000 shares of common stock in the aggregate. On April 11, 2019, the Company’s Board of Directors adopted, and on June 6, 2019, the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan (the “2019 Employee Stock Purchase Plan”) to replace the Amended and Restated 2010 Employee Stock Purchase Plan which was set to expire under its terms in June 2020. There are 1,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of March 31, 2021, approximately 0.8 million shares of common stock remain available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through March 31, 2021). Inducement Plan During January 2018, the Company established the Inducement Plan (the “2018 Plan”). Under the 2018 Plan, the Board of Directors can issue nonqualified stock options or other equity-based awards in respect of up to 1,500,000 shares of common stock. On April 25, 2018, the Company’s Board of Directors amended and restated the 2018 Plan (the “Amended 2018 Plan”). The Amended 2018 Plan increased the number of shares authorized for issuance under the plan by an additional 500,000 shares, and subsequently the Board of Directors approved and ratified, effective as of July 31, 2018, October 29, 2018 and February 13, 2019, increases of the number of shares authorized for issuance under the Amended 2018 Plan by 500,000, 250,000 and 618,048 shares, respectively, resulting in 3,368,048 shares of common stock in the aggregate being reserved for issuance pursuant to grants under the Amended 2018 Plan. As of March 31, 2021, approximately 1.2 million shares of common stock remained available for issuance under the Amended 2018 Plan (taking into account all option exercises and other equity award settlements through March 31, 2021). Stock Option Activity A summary of the Company’s stock option activity and weighted average exercise prices follows: Stock Option Activity Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Options (in thousands) Weighted Balance outstanding at December 31, 2020 4,332 $ 19.78 6.79 183,825 Granted 66 Exercised (209) Cancelled or expired (15) Balance outstanding at March 31, 2021 4,174 $ 20.93 6.77 $ 134,089 Options vested and expected to vest 1,245 $ 26.28 8.04 $ 33,613 Options exercisable at March 31, 2021 2,412 $ 15.75 5.71 $ 89,213 The total fair value of stock options exercised during the three months ended March 31, 2021 was approximately $1.2 million. As of March 31, 2021, there was approximately $17.6 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.5 years. Restricted Stock Unit Activity A summary of the Company’s restricted stock units (“RSUs”) activity and weighted average exercise prices follows: Restricted Stock Unit Activity Number of Shares (in thousands) Weighted Average Aggregate Fair Value (in thousands) Balance outstanding at December 31, 2020 2,950 $ 27.00 $ 183,781 Awarded 519 Vested (855) Forfeited (87) Non-vested and outstanding at March 31, 2021 2,527 $ 29.67 $ 133,461 Expected to vest 1,631 $ 28.72 $ 86,029 RSUs granted to employees generally vest over a three $65.7 million and the weighted-average remaining vesting period was 2.7 years. For the three months ended March 31, 2021 and 2020, the Company accrued approximately $5.3 million and $3.7 million in cash awards, respectively to be settled in shares of the Company’s stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020, respectively. Stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and cash flows was $14.6 million and $14.7 million for the three months ended March 31, 2021 and 2020, respectively. |