Stock-Based Compensation | Stock-based Compensation 2013 Equity Incentive Plan In October 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective in March 2014 and serves as the successor to the Company’s 2006 Stock Plan (the “2006 Plan”). Pursuant to the 2013 Plan, 4,000,000 shares of common stock were initially reserved for grant, plus (1) any shares that were reserved and available for issuance under the 2006 Plan at the time the 2013 Plan became effective, (2) any shares that become available upon forfeiture or repurchase by the Company under the 2006 Plan and (3) any shares added to the 2013 Plan pursuant to the next paragraph. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock and RSUs, PSUs to employees, directors and consultants. The shares available will be increased at the beginning of each year by the lesser of (i) 4% of outstanding common stock on the last day of the immediately preceding year, or (ii) such number determined by the Board of Directors and subject to additional restrictions relating to the maximum number of shares issuable pursuant to incentive stock options. Under the 2013 Plan, both the incentive stock options (ISOs) and non-qualified stock options (NSOs) are granted at a price per share not less than 100% of the fair market value on the effective date of the grant. The Board of Directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the Board of Directors. Stock Options The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2023 2022 Expected life (in years) 6.02 6.08 6.02 Risk-free interest rate 2.96% 4.22% 2.96% Volatility 50% 55% 50% Dividend yield — — — There were no option grants during the three months ended June 30, 2023. The weighted-average grant date fair value of options was $1.88 during the six months ended June 30, 2023. The weighted-average grant date fair value of options was $2.05 during the three and six months ended June 30, 2022. Restricted Stock Units and Performance-Based Restricted Stock Units The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested. On March 1, 2021, the Company granted a total of 938,831 performance-based restricted stock units (“2021 PSU Awards”), under the 2013 Plan, to certain executive leaders with a grant date fair value of $13.28. The 2021 PSU Awards represent the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The 2021 PSU Awards will vest in three years subject to the achievement of certain operating performance goals, stock performance goals and continued employment. The fair value of the PSU Award was measured using a Monte Carlo simulation. As of June 30, 2023, the Company performed an assessment and determined that the likelihood of achievement of certain operating performance goals was not deemed probable. As such, during the three and six months ended June 30, 2023 and 2022, respectively, no compensation expense was recognized in the Company's condensed consolidated financial statements related to the 2021 PSU Awards. On March 1, 2022, (“2022 Grant Date”), the Company granted a total of 1,171,494 performance-based restricted stock units (“2022 PSU Awards”), under the 2013 Plan, to certain executive leaders with a grant date fair value of $4.82, $3.87 and $3.14, for each respective tranche. On August 1, 2022, the Company granted an additional 2022 PSU Award of 470,383 shares to an executive with a grant date fair value of $1.14, $0.81, and $0.60 for each respective tranche. The 2022 PSU Awards represent the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The 2022 PSU Awards vest subject to the achievement of stock performance goals and the awardee being an employee at the time of vesting. Any unvested portion of the 2022 PSU Awards will be forfeited on the third anniversary of the 2022 Grant Date. The fair value of the 2022 PSU Awards was measured using a Monte Carlo simulation. During the three and six months ended June 30, 2023, the expense recognized in its condensed consolidated financial statements related to the 2022 PSU Awards was $0.3 million and $1.0 million, respectively. On March 1, 2023, the Company granted a total of 1,482,033 performance-based restricted stock units ("2023 PSU Awards"), under the 2013 Plan, to certain executive leaders with a grant date fair value of $3.34. The 2023 PSU Awards represent the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The 2023 PSU Awards will vest in three years subject to the achievement of certain operating performance goals and continued employment. During the three and six months ended June 30, 2023, the expense recognized in its condensed consolidated financial statements related to the 2023 PSU Awards was $0.5 million and $0.6 million, respectively. A summary of the Company’s stock option and RSU, including PSU, award activity under the 2013 Plan is as follows: RSUs Outstanding Options Outstanding Shares Number of Weighted Number of Weighted Weighted Aggregate Balance at December 31, 2022 9,794,123 7,078,967 $ 5.45 7,424,230 $ 6.61 4.38 $ 121 Increase in shares authorized 3,885,986 — — — — — — Options granted (100,000) — — 100,000 $ 3.34 — — Options exercised — — — (240,000) $ 3.70 — 93 Options canceled or expired — — — — — — — RSUs granted (3,328,426) 3,328,426 $ 3.33 — — — — RSUs vested — (2,116,698) $ 5.86 — — — — RSUs canceled or expired 277,905 (277,905) $ 9.48 — — — — RSUs vested and withheld for taxes 586,826 — — — — — — Balance as of June 30, 2023 11,116,414 8,012,790 $ 4.43 7,284,230 $ 6.66 3.05 $ 386 Vested and exercisable as of June 30, 2023 6,592,197 $ 6.94 2.43 $ 262 The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate total fair value of options vested was $0.1 million and $1.3 million during the three and six months ended June 30, 2023, respectively, and $1.0 million and $1.9 million during the three and six months ended June 30, 2022, respectively. Employee Stock Purchase Plan The Company’s Board of Directors adopted the 2013 Employee Stock Purchase Plan ("ESPP"), which became effective in March 2014, pursuant to which 1,200,000 shares of common stock were reserved for future issuance. In addition, the ESPP provides for annual increases in the number of shares available for issuance on the first day of each year equal to the least of (i) 0.5% of the outstanding shares of common stock on the last day of the immediately preceding year, (ii) 400,000 shares, or (iii) such other amount as may be determined by the Board of Directors. Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period, subject to certain limitations. Each offering period is six months in duration. The purchase price of the stock is the lower of 85% of the fair market value on (a) the first day of the offering period or (b) the purchase date. The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Expected life (in years) 0.5 0.5 0.50 0.50 Risk-free interest rate 5.26% 1.54% 4.54% - 5.26% 0.07% - 1.54% Volatility 55% 65% 55% - 80% 60% - 65% Dividend yield — — — — As of June 30, 2023, a total of 3,023,598 shares of common stock were issued under the ESPP, since inception of the plan. As of June 30, 2023, a total of 1,776,402 shares are available for issuance under the ESPP. Stock-based Compensation Expense The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP shares included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 280 $ 500 $ 502 $ 1,032 Sales and marketing 510 812 1,141 1,703 Research and development 345 674 603 1,641 General and administrative 2,466 15,141 9,222 18,493 Total stock-based compensation expense $ 3,601 $ 17,127 $ 11,468 $ 22,869 During the first quarter of 2023, the Company recorded $4.0 million of stock-based compensation expense related to the modification of stock options, RSUs and PSUs granted to the Company's former President pursuant to a separation agreement. Under the original terms of the grant agreements, the unvested stock options, RSUs and PSUs would be forfeited upon termination. The separation agreement extended the period over which the vested options can be exercised, and allowed for accelerated vesting of unvested stock options, RSUs and PSUs upon termination. The expense is included in general and administrative expense in the Company's condensed consolidated statement of operations. During the three and six months ended June 30, 2023, the Company capitalized $0.2 million and $0.5 million, respectively, and $0.3 million and $0.5 million during the three and six months ended June 30, 2022, respectively, of stock-based compensation expense associated with projects in process and recorded as part of property and equipment, net on the accompanying condensed consolidated balance sheets. As of June 30, 2023, there was $28.6 million of unrecognized stock-based compensation expense, of which $1.4 million is related to stock options and ESPP shares, and $27.2 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP shares as of June 30, 2023 will be amortized over a weighted-average period of 2.68 years. The total unrecognized stock-based compensation expense related to RSUs as of June 30, 2023 will be amortized over a weighted-average period of 2.64 years. |