Equity Award Plans | Equity Award Plans Share-Based Compensation Plans 2012 Equity Incentive Plan Our 2012 Equity Incentive Plan (our “2012 Plan”) was adopted by our board of directors and approved by the stockholders on June 5, 2012 and was effective one business day prior to the effectiveness of our registration statement for our initial public offering (“IPO”). Our 2012 Plan replaced our 2005 Equity Incentive Plan (our “2005 Plan”), which terminated upon the completion of our IPO, however, awards that were outstanding upon termination remained outstanding pursuant to their original terms. Our 2012 Plan provides for the granting of stock options, restricted stock award (“RSA”), restricted stock unit (“RSU”), stock appreciation rights, performance shares (“PSAs”), performance-based stock units (“PSUs”) and performance stock options (“PSOs”) to our employees, directors, and consultants. Awards granted under our 2012 Plan vest over the periods determined by the board of directors, generally three We grant awards with performance conditions (PSAs and PSUs) to certain employees, which vest over a period of one We have also granted PSOs with both a market condition and a service condition to certain executives. The market condition for PSOs granted in the fiscal years 2018 and 2019 requires the price of our common stock to equal or exceed $297.75, $397.00, $496.25, and $595.50 based on the average closing price for 30 consecutive trading days during the four five six three four five We net-share settle equity awards held by certain employees by withholding shares upon vesting to satisfy tax withholding obligations. The shares withheld to satisfy employee tax withholding obligations are returned to our 2012 Plan and will be available for future issuance. Payments for employees’ tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as financing activities in our consolidated statements of cash flows. A total of 21.9 million shares of our common stock are reserved for issuance pursuant to our 2012 Plan as of July 31, 2021. This includes shares that are (i) reserved but unissued under our 2005 Plan on the effective date of our 2012 Plan or (ii) returned to our 2005 Plan as a result of expiration or termination of options. On the first day of each fiscal year, the number of shares in the reserve may be increased by the lesser of (i) 8,000,000 shares, (ii) 4.5% of the outstanding shares of common stock on the last day of our immediately preceding fiscal year, or (iii) such other amount as determined by our board of directors. 2012 Employee Stock Purchase Plan Our 2012 Employee Stock Purchase Plan was adopted by our board of directors and approved by the stockholders on June 5, 2012, and was effective upon completion of our IPO. On August 29, 2017, we amended and restated our 2012 Employee Stock Purchase Plan (our “2012 ESPP”) to extend the length of our offering periods from 6 to 24 months. Our 2012 ESPP permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the purchase date. If the fair market value of our common stock on the purchase date is lower than the first trading day of the offering period, the current offering period will be cancelled after purchase and a new 24-month offering period will begin. Under our 2012 ESPP, each 24-month offering period consists of four consecutive 6-month purchase periods, with purchase dates on the first trading day on or after February 28 and August 31 of each year. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to purchase limits of 625 shares per six-month purchase period and $25,000 worth of stock for each calendar year. Shares purchased under our 2012 ESPP during the fiscal years ended July 31, 2021, 2020 and 2019 were 0.6 million, 0.6 million and 0.5 million, at an average exercise price of $161.07 per share , $146.90 per share and $128.81 per share respectively. A total o f 4.6 million share s of our common stock are available for sale under our 2012 ESPP as of July 31, 2021. On the first day of each fiscal year, the number of shares in the reserve may be increased by the lesser of (i) 2,000,000 shares, (ii) 1% of the outstanding shares of our common stock on the first day of the fiscal year, or (iii) such other amount as determined by our board of directors. Acquisition-related Activities Assumed Share-based Compensation Plans In connection with our acquisitions of Bridgecrew, Expanse, Sinefa and Crypsis during the year ended July 31, 2021, we assumed the Bridgecrew, Inc. 2019 Stock Incentive Plan, the Expanse Holding Company, Inc. Amended and Restated 2012 Stock Incentive Plan, the Sinefa Group, Inc. 2020 Stock Plan, and the Crypsis Group Holdings, LLC 2017 Equity Incentive Plan (together, the “2021 assumed Plans”). In connection with our acquisitions of CloudGenix, Aporeto, and Zingbox during the year ended July 31, 2020, we assumed CloudGenix’s 2013 Equity Incentive Plan, Aporeto’s Amended and Restated 2015 Stock Option and Grant Plan and Zingbox’s Stock Incentive Plan, as amended and restated (together, the “2020 assumed Plans”). In connection with our acquisitions of RedLock, Demisto, and Twistlock during the year ended July 31, 2019, we assumed RedLock’s 2015 Stock Plan, as amended, Demisto’s 2015 Stock Option Plan, as amended, and Twistlock’s 2015 Share Option Plan, as amended and restated (together, the “2019 assumed Plans”). In aggregate, the 2021 assumed Plans, the 2020 assumed Plans and the 2019 assumed plans are referenced as “the Assumed Plans.” The equity awards assumed in connection with each acquisition were granted from their respective assumed plans. The assumed equity awards will be settled in shares of our common stock and will retain the terms and conditions under which they were originally granted. No additional equity awards will be granted under and forfeited awards will not be returned to the Assumed Plans. Refer to Note 7. Acquisitions for more information on our acquisitions and the related equity awards assumed. Restricted Stock Issuances In connection with our acquisitions of Expanse and Sinefa during the year ended July 31, 2021, we issued a total of 0.3 million shares of restricted common stock as replacement equity awards which are subject to additional time-based vesting requirements and continued service by the award holder. In connection with our acquisition of Zingbox during the year ended July 31, 2020, we issued a total of 0.1 million shares of restricted common stock as replacement equity awards which are subject to additional time-based vesting requirements and continued service by the award holder. In connection with our acquisitions of RedLock, Demisto, PureSec, and Twistlock during the year ended July 31, 2019, we issued a total of 0.5 million shares of restricted common stock as replacement equity awards which are subject to additional time-based vesting requirements and continued service by the award holder. Stock Option Activities The following table summarizes the stock option and PSO activity under our stock plans during the years ended July 31, 2021, 2020, and 2019 (in millions, except per share amounts): Stock Options Outstanding PSOs Outstanding Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Balance—July 31, 2018 1.0 $ 13.28 3.1 $ 199.8 1.2 $ 198.50 7.0 $ — Granted — $ — 2.6 $ 191.97 Exercised (0.7) $ 12.61 — $ — Forfeited 0.0 $ 1.24 (0.1) $ 193.51 Balance—July 31, 2019 0.3 $ 14.53 2.2 $ 81.4 3.7 $ 193.99 6.2 $ 120.1 Exercised (0.2) $ 11.46 — $ — Forfeited — $ — (0.9) $ 193.51 Balance—July 31, 2020 0.1 $ 19.59 1.5 $ 34.2 2.8 $ 194.14 5.2 $ 170.9 Granted — $ — 0.2 $ 304.29 Exercised 0.0 $ 12.82 — $ — Forfeited 0.0 $ 7.84 (0.2) $ 304.29 Balance—July 31, 2021 0.1 $ 26.20 0.8 $ 27.4 2.8 $ 194.14 4.2 $ 566.8 Exercisable—July 31, 2021 0.1 $ 26.20 0.8 $ 27.4 2.8 $ 194.14 4.2 $ 566.8 The weighted-average grant-date fair value of PSOs granted during the years ended July 31, 2021 and 2019 was $82.12 and $59.11 , per share, respectively. The intrinsic value of options exercised during the years ended July 31, 2021, 2020, and 2019 was $22.2 million, $50.2 million and $139.5 million, respectively. RSA and PSA Activities The following table summarizes the RSA and PSA activity under our stock plans during the years ended July 31, 2021, 2020, and 2019 (in millions, except per share amounts): RSAs Outstanding PSAs Outstanding Number Weighted- Number Weighted- Balance—July 31, 2018 0.2 $ 163.14 0.1 $ 148.54 Vested (0.2) $ 166.83 0.0 $ 148.54 Forfeited 0.0 $ 152.09 0.0 $ 148.54 Balance—July 31, 2019 0.0 $ 148.54 0.1 $ 148.54 Vested 0.0 $ 148.54 0.0 $ 148.54 Forfeited 0.0 $ 148.54 0.0 $ 148.54 Balance—July 31, 2020 0.0 $ 148.54 0.1 $ 148.54 Vested 0.0 $ 148.54 (0.1) $ 148.54 Forfeited 0.0 $ 148.54 0.0 $ 148.54 Balance—July 31, 2021 — $ — — $ — The aggregate fair value, as of respective vesting dates, of RSAs vested during the years ended July 31, 2021, 2020 and 2019, was $1.6 million, $7.0 million and $41.1 million, respectively. The aggregate fair value, as of the respective vesting dates, of PSAs vested during the years ended July 31, 2021, 2020, and 2019 was $0.8 million, $3.8 million and $4.5 million, respectively. RSU and PSU Activities The following table summarizes the RSU and PSU activity under our stock plans during the years ended July 31, 2021, 2020, and 2019 (in millions, except per share amounts): RSUs Outstanding PSUs Outstanding Number Weighted- Aggregate Number Weighted- Aggregate Balance—July 31, 2018 6.5 $ 160.70 $ 1,291.4 0.2 $ 149.73 $ 43.7 Granted (1)(2) 3.9 $ 210.14 0.2 $ 215.64 Vested (3) (2.7) $ 160.87 (0.1) $ 149.73 Forfeited (0.8) $ 162.73 0.0 $ 155.38 Balance—July 31, 2019 6.9 $ 188.16 $ 1,554.0 0.3 $ 197.86 $ 67.0 Granted (1)(2) 3.5 $ 211.38 0.4 $ 248.55 Vested (3) (2.8) $ 181.19 (0.1) $ 166.90 Forfeited (1.0) $ 188.18 0.0 $ 175.88 Balance—July 31, 2020 6.6 $ 203.30 $ 1,688.1 0.6 $ 231.42 $ 147.2 Granted (1)(2) 4.1 $ 297.89 0.8 $ 321.45 Vested (3) (2.9) $ 200.91 (0.1) $ 195.60 Forfeited (0.9) $ 226.79 0.0 $ 235.98 Balance—July 31, 2021 6.9 $ 257.56 $ 2,760.2 1.3 $ 292.93 $ 498.4 ______________ (1) For PSUs, shares granted represent the aggregate maximum number of shares that may be earned and issued with respect to these awards over their full terms. (2) Includes 0.4 million RSUs assumed in connection with the acquisitions of Crypsis, Sinefa, Expanse and Bridgecrew, with weighted-average grant-date fair value of $241.43, $297.17, $317.45, $354.66, respectively, for the year ended July 31, 2021 and 0.1 million RSUs assumed in connection with the acquisitions of Zingbox, Aporeto and CloudGenix, with weighted-average grant-date fair value of $208.25, $231.30 and $181.48, respectively, for the year ended July 31, 2020. It also includes 0.4 million RSUs assumed and 0.1 million replacement RSUs granted in connection with the acquisitions of RedLock, Demisto, PureSec, and Twistlock, with weighted-average grant-date fair values of $218.69 and $224.31 per share, respectively, for the year ended July 31, 2019. (3) Includes time-based vesting for PSUs. The aggregate fair value, as of the respective vesting dates, of RSUs vested during the years ended July 31, 2021, 2020, and 2019 was $986.4 million, $615.7 million, and $566.4 million, respectively. The aggregate fair value, as of the respective vesting dates, of PSUs vested during the year ended July 31, 2021, 2020 and 2019 was $20.8 million, $11.9 million and $17.2 million, respectively. Shares Available for Grant The following table presents the stock activity and the total number of shares available for grant under our stock plans as of July 31, 2021 (in millions): Number of shares Balance—July 31, 2020 10.5 Authorized 4.7 PSOs, RSUs, and PSUs granted (5.1) Options, PSOs, RSAs, PSAs, RSUs, and PSUs forfeited 1.1 Shares withheld for taxes 0.1 Balance—July 31, 2021 11.3 Share-Based Compensation We record share-based compensation awards based on estimated fair value as of the grant date. The fair value of RSUs, PSUs, RSAs, and PSAs is based on the closing market price of our common stock on the date of grant. The fair value of PSOs is estimated on the grant date using a Monte Carlo simulation model, which predicts settlement of the options midway between the vesting term and the contractual term. No PSOs were granted during the year ended July 31, 2020. The following table summarizes the assumptions used and the resulting grant-date fair values of our PSOs granted during the years ended July 31, 2021 and 2019: Year Ended July 31, 2021 2019 Volatility 35.9 % 35.6% - 36.5% Dividend yield —% — % Risk-free interest rate 0.6 % 3.1% - 3.2% Weighted-average grant-date fair value per share $ 82.12 $ 59.11 The expected volatility is based on a combination of implied volatility from traded options on our common stock and the historical volatility of our common stock. The dividend yield assumption is based on our current expectations about our anticipated dividend policy. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with terms equal to the contractual terms of each tranche. The fair value of shares issued under our 2012 ESPP are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP: Year Ended July 31, 2021 2020 2019 Volatility 34.9% - 42.6% 31.0% - 35.7% 30.0% - 34.5% Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Dividend yield — % — % — % Risk-free interest rate 0.1% 0.9% - 1.9% 2.3% - 2.6% Grant-date fair value per share $69.48 - $129.05 $46.75 - $66.47 $55.03 - $87.04 The expected volatility is based on a combination of implied volatility from traded options on our common stock and the historical volatility of our common stock. The expected term represents the term from the first day of the offering period to the purchase dates within each offering period. The dividend yield assumption is based on our expectations about our anticipated dividend policy. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with maturities that approximate the expected term. The following table summarizes share-based compensation included in costs and expenses (in millions): Year Ended July 31, 2021 2020 2019 Cost of product revenue $ 6.2 $ 5.7 $ 5.6 Cost of subscription and support revenue 93.0 77.7 71.3 Research and development 428.9 274.6 186.8 Sales and marketing 269.9 214.5 221.9 General and administrative 128.9 92.0 102.1 Total share-based compensation $ 926.9 $ 664.5 $ 587.7 During the year ended July 31, 2021, we accelerated the vesting of certain equity awards in connection with our acquisitions of Bridgecrew, Expanse, Sinefa and Crypsis and recorded $9.8 million, $5.7 million, $9.8 million and $7.1 million, respectively. During the year ended July 31, 2020, we accelerated the vesting of certain equity awards in connection with our acquisitions of Zingbox, Ap oreto and CloudGenix and recorded $1.3 million, $4.4 million and $0.3 million, respectively, and during the year ended July 31, 2019, we accelerated the vesting of certain equity awards in connection with our acquisitions of RedLock and Twistlock and recorded $14.2 million and $5.8 million, respectively, of share-based compensation within general and administrative expense. As of July 31, 2021, total compensation cost related to unvested share-based awards not yet recognized was $2.0 billion. This cost is expected to be amortized over a weighted-average period of approximately 2.6 years. Future grants will increase the amount of compensation expense to be recorded in these periods. |