Stockholders’ Equity and Equity Incentive Plan | Stockholders’ Equity and Equity Incentive Plan Preferred Stock The Company’s amended and restated certificate of incorporation authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share. The Company’s board of directors is authorized to designate the rights, preferences, privileges and restrictions of the preferred stock from time to time. Common Stock The Company’s amended and restated certificate of incorporation authorized the issuance of 500,000,000 shares of common stock, $0.0001 par value per share. Holders of common stock are entitled to one vote per share. Common Stock Reserved for Future Issuance As of December 31, 2023, the Company had the following shares of common stock reserved for future issuance under its equity incentive plan and employee share purchase plan: Stock options outstanding 6,974,082 Restricted stock outstanding 6,583,161 Remaining shares available for future grant under 2021 Equity Incentive Plan 3,709,039 Remaining shares available for future issuance under ESPP 1,818,023 Total shares of common stock reserved as of December 31, 2023 19,084,305 Equity Incentive Plan In February 2021 in connection with the IPO, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”), which serves as a successor to and continuation of the 2014 Stock Option Plan (“2014 Plan”) and 2000 Stock Option Plan, collectively the “Predecessor Plans.” All shares that remained available for issuance under the Predecessor Plans as of the closing of the IPO, or that may expire or be canceled or forfeited following the closing of the IPO, become available for future issuance under the 2021 Plan. The 2021 Plan originally reserved 6,400,000 shares of common stock for issuance, plus an additional 1,882,313 shares previously reserved for issuance under the 2014 Plan. In addition, the number of shares reserved for issuance under the 2021 Plan cumulatively increases on January 1, 2022 and on each subsequent January 1 through and including January 1, 2031, by the lesser of (a) 5.0% of the number of shares of stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Company’s board of directors. Pursuant to the automatic annual increase, 2,059,466 additional shares were reserved under the 2021 Plan on January 1, 2024. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. The plan administrator determines the term of stock options granted under the 2021 Plan, up to a maximum of 10 years. Repurchase of Common Stock In March 2023, the Company’s board of directors authorized a $125 million capital return program, $50 million of which was to be effected through a special dividend and $75 million of which was to be effected through stock repurchases. This capital return program replaced the prior share repurchase program originally announced in December 2021, which ended in March 2023. As of February 15, 2024, the Company has fully completed its capital return program. When the Company repurchased shares under the program, it reduced the common stock component of stockholder’s equity by the par value of the repurchased shares. The excess of the repurchase price over par value of the shares was charged to additional paid in capital as the Company is in an accumulated deficit position. All repurchased shares were retired and became authorized and unissued shares. The following table presents certain information regarding shares repurchased during the periods presented: Year Ended December 31, 2023 2022 2021 Number of shares repurchased 9,762,758 2,460,361 428,218 Average price per share, including commissions $ 7.64 $ 11.84 $ 16.88 Total repurchase costs, including commissions (in millions) $ 74.6 $ 29.1 $ 7.2 Form January 1, 2024 through the last day of the share repurchase program on February 15, 2024, the Company repurchased an additional 702,620 shares of common stock at an average per share price of $7.50 (including commissions). Dividend Pursuant to the capital return program, on May 8, 2023, the Company’s board of directors declared a one-time special cash dividend of $1.09 per share, which was paid on June 15, 2023 in an aggregate amount of $49.9 million, to all stockholders of record as of the close of business on May 22, 2023 (the “Special Dividend”). Anti-Dilution Adjustment to the Outstanding Awards Pursuant to the terms of the Company’s 2021 Plan and the Predecessor Plans , participants holding outstanding equity awards are entitled to receive an anti-dilution adjustment in the event of payment of a dividend. In conjunction with the declaration of the Special Dividend on May 8, 2023, the compensation committee of the Company’s board of directors approved an adjustment to outstanding equity awards (both vested and unvested) in the form of exercise price reductions and/or increases in the number of shares issuable upon vesting and settlement of each award. This anti-dilution adjustment was designed to equalize the fair value of the awards before and after the Special Dividend. Accordingly, no incremental compensation cost was recognized. Grant Activities Stock Options A summary of stock option activity and related information is as follows: Options Outstanding Number of Shares Weighted- Weighted- Aggregate Balance as of December 31, 2022 7,756,680 $ 6.96 Granted — — Anti-dilution adjustment (1) 389,037 1.92 Exercised (873,389) 1.87 $ 5,198 Cancelled and forfeited (298,246) 17.43 Balance as of December 31, 2023 6,974,082 $ 5.98 4.86 $ 30,580 Vested and exercisable 6,341,680 $ 5.15 4.66 $ 30,016 (1) Represents the incremental increase in the number of shares issuable upon vesting of options outstanding prior to the Special Dividend pursuant to the anti-dilution adjustment. The weighted-average grant date fair value of options granted in 2021 was $25.18. The Company did not grant options in 2023 and 2022. The total intrinsic value of options exercised in 2023, 2022 and 2021 was $5.2 million, $12.6 million and $65.9 million, respectively. Restricted Stock Units A summary of RSU activity and related information is as follows: RSUs Outstanding Number of Shares Weighted-Average Grant Date Fair Value Unvested balance as of December 31, 2022 5,134,934 $ 14.37 Granted 3,431,542 8.03 Anti-dilution adjustment (1) 950,208 12.43 Vested (2,349,607) 13.90 Cancelled and forfeited (1,214,691) 12.91 Unvested balance as of December 31, 2023 5,952,386 $ 10.89 (1) R epresents the incremental increase in the number of shares issuable upon vesting of RSUs outstanding prior to the Special Dividend pursuant to the anti-dilution adjustment. The total fair value of RSUs vested was $32.6 million, $20.7 million and $1.0 million in 2023, 2022 and 2021, respectively. Restricted Stock Unit with Performance Conditions (“PSUs”) In the fourth quarter of 2022, the Company’s board of directors granted 341,404 market performance-based restricted stock units to an executive officer with a grant date fair value of $4.2 million. The PSUs vest following three two . In the se cond quarter of 2023, the Company’s board of directors granted 203,000 market performance-based restricted stock units to certain executive officers with a grant date fair value of $2.5 million. The PSUs vest following three two In 2014, the Company’s board of directors granted 187,500 performance-based restricted stock units to an executive officer with a grant date fair value of $0.5 million. These PSUs were fully vested upon the satisfaction of a one year service condition and the achievement of the IPO in February 2021. The Company recognized the related stock-based compensation expense of $0.5 million upon the consummation of its IPO. Employee Stock Purchase Plan In January 2021, the Company’s board of directors adopted the 2021 Employee Stock Purchase Plan (“ESPP”), which became effective in connection with the Company’s IPO. A total of 1,300,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares reserved for issuance cumulatively increases automatically on January 1, 2022 and on each subsequent January 1, through and including January 1, 2031, by the lesser of (a) 1% of the number of shares of stock issued and outstanding on the immediately preceding December 31, (b) 1,300,000 shares, or (c) an amount determined by the Company’s board of directors. Pursuant to the automatic annual increase, 411,893 additional shares were reserved under the ESPP Plan on January 1, 2024. All eligible employees may participate in the ESPP and may contribute up to 20% of their earnings (as defined in the ESPP) for the purchase of the Company’s common stock under the ESPP. Unless otherwise determined by the Company’s board of directors, common stock will be purchased for the accounts of employees participating in the ESPP at a price per share equal to the lesser of (1) 85% of the fair market value of a share of the Company’s common stock on the first date of an offering or (2) 85% of the fair market value of a share of the Company’s common stock on the date of purchase. Offering periods generally start on the first trading day on or after May 16 and November 16 of each year, except for the first offering period, which commenced on the effective date of the Company’s IPO and ended on November 15, 2021. In 2023, 2022 and 2021, employees purchased 159,536, 200,235 and 75,027 shares of common stock at a weighted average price of $6.32, $7.90 and $14.04 pe r share under the ESPP, respectively. Fair Value Determination The Black-Scholes assumptions used to value the employee options and employee stock purchase rights at the grant dates are as follows. There were no employee options granted in 2023 and 2022. Employee Stock Options Year Ended December 31, 2021 Expected term 5.92 years - 6.07 years Expected volatility 53.82 % - 54.98% Risk-free interest rate 0.62 % - 0.96% Dividend yield —% Employee Stock Purchase Rights under ESPP Year Ended December 31, 2023 2022 2021 Expected term 0.50 years 0.50 years 0.13 years - 0.63 years Expected volatility 43.79 % - 49.38% 48.27 % - 54.22% 34.08 % - 61.00% Risk-free interest rate 5.26 % - 5.38% 1.54 % - 4.54% 0.06 % - 0.07% Dividend yield —% —% —% The Monte Carlo assumptions used to value the market performance-based restricted stock units at the grant dates are as follows. There were no marked performance-based restricted stock units granted in 2021. PSUs Year Ended December 31, 2023 2022 Expected term 2.69 years 3.01 years Expected volatility 53.10 % 59.00 % Risk-free interest rate 3.98 % 4.16 % Dividend yield — % — % The assumptions and estimates of Black-Scholes and Monte Carlo valuations were determined as follows: • Fair Value of Common Stock. The fair value of each share of underlying common stock is based on the closing price of the Company’s common stock as reported on the date of the grant on the New York Stock Exchange. • Risk-Free Interest Rate . The risk-free interest rate for the expected term is based on the U.S. Treasury yield curve in effect at the time of the grant. • Expected Term . The expected term of options represents the period of time that options are expected to be outstanding. The Company’s historical stock option exercise experience does not provide a reasonable basis upon which to estimate an expected term due to a lack of sufficient data. For stock options granted to employees, the Company estimates the expected term by using the simplified method. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. The expected term of ESPP is the length of purchase period. The expected term of the PSUs is the longer of the requisite service period or the performance period. • Expected Volatility. For options and ESPP purchase rights granted in and prior to 2021, since the Company has a short trading history for its common stock, the expected volatility is estimated by taking the average historic price volatility for industry peers, consisting of several public companies in its industry that are similar in size, stage of life cycle, financial leverage or market capitalization, over a period equivalent to the expected term of the award s. For ESPP purchase rights granted after 2021, the expected volatility is equal to our historical volatility over the purchase period. For PSUs granted since 2022, the expected volatility is estimated using a weighting of our historical volatility and the historical volatility of a peer group of publicly traded companies. • Expected Dividend Yield. Other than the one-time special dividend in 2023, the Company has not declared or paid any cash dividends and has no plan to do so in the foreseeable future. As a result, an expected dividend yield of zero percent was used. Stock-Based Compensation The stock-based compensation expense by line item in the consolidated statements of operations is summarized as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue Subscription and other platform $ 2,814 $ 3,375 $ 1,897 Professional services 545 676 382 Total cost of revenue 3,359 4,051 2,279 Sales and marketing 13,974 14,304 8,806 Research and development 9,126 7,958 4,402 General and administrative 18,558 12,230 10,163 Total stock-based compensation expense $ 45,017 $ 38,543 $ 25,650 The following table presents the unrecognized stock-based compensation expense and weighted-average recognition periods as of December 31, 2023 (in thousands, except years): Stock Option Restricted Stock ESPP Unrecognized stock-based compensation expense $ 11,215 $ 52,554 $ 106 Weighted-average amortization period 1.25 years 2.12 years 0.37 years |