STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued as of the dates indicated (in thousands): June 30, 2023 December 31, 2022 Shares Authorized Shares Shares Authorized Shares Stockholders’ equity: Common stock, $0.000001 par value 200,000 69,287 200,000 69,797 Undesignated preferred stock 10,000 — 10,000 — Stock Repurchase Program As of June 30, 2023, the Company's board of directors had authorized it to repurchase up to an aggregate of $1.45 billion of its outstanding common stock, $181.7 million of which remained available as of June 30, 2023. The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing. During the six months ended June 30, 2023, the Company repurchased on the open market and subsequently retired 3,264,260 shares for an aggregate purchase price of $100.0 million. Although no shares were held in treasury stock as of June 30, 2023, an immaterial balance that remained was comprised of excise tax under the Inflation Reduction Act of 2022 on stock repurchases, net of shares issued, during the six-month period. The Company expects to pay the excise tax in early 2024. During the six months ended June 30, 2022, the Company repurchased on the open market 3,039,203 shares for an aggregate purchase price of $100.0 million and retired 2,932,305 shares. As of June 30, 2022, the Company had a treasury stock balance of 106,898 shares, which were excluded from its outstanding share count as of such date and subsequently retired in July 2022. Equity Incentive Plans Stock Options Stock options are granted at a price per share not less than the fair value of a share of the Company’s common stock on the grant date. Options generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter or (b) ratably on a monthly basis. Options granted are generally exercisable for contractual terms of up to 10 years. The Company issues new shares when stock options are exercised. A summary of stock option activity for the six months ended June 30, 2023 is as follows: Number of Shares (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 3,543 $ 32.81 3.6 $ 7,507 Exercised (716) 21.73 Canceled (83) 34.56 Outstanding at June 30, 2023 2,744 $ 35.64 4.0 $ 10,671 Options vested and exercisable at June 30, 2023 2,681 $ 35.66 3.9 $ 10,480 Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as quoted on the New York Stock Exchange on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $0.1 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively, and $5.5 million and $0.9 million for the six months ended June 30, 2023 and 2022, respectively. There were no options granted during the six months ended June 30, 2023. The weighted-average grant date fair value of options granted during the three and six months ended June 30, 2022 was $16.07 per share. As of June 30, 2023, total unrecognized compensation costs related to nonvested stock options were approximately $1.0 million, which the Company expects to recognize over a weighted-average time period of 1.7 years. RSUs RSUs generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter or (b) ratably on a quarterly basis. RSUs also include PRSUs, which are subject to either (a) a market condition or (b) the achievement of performance goals. PRSUs may also be subject to a time-based vesting schedule of quarterly over four years (the "Time-Based Vesting Schedule"). For PRSUs subject to a market condition, the Company recognizes expense from the date of grant. For PRSUs subject to performance goals, the Company recognizes expense when it is probable that the performance condition will be achieved. The Company granted PRSUs subject to market conditions in 2022 and 2023. The shares underlying each of these PRSU awards vest based on the relative performance of the Company's total stockholder return ("TSR") over a three-year period. A percentage of the target number of shares underlying each award, ranging from zero to 200%, will vest based on the percentile rank of the Company's TSR relative to that of the other companies in the Russell 2000 Index over the period beginning January 1 st of the year of grant and ending three years later (the "Performance Period"). The Company’s TSR, as well as the TSR of the other companies in the Russell 2000 Index, will be calculated based on the average closing price of each company's stock over the last 20 trading days of the Performance Period compared to the average closing price over the first 20 trading days of the Performance Period. Any shares that become eligible to vest based on the Company's level of achievement of the market goal will fully vest on or following certification of the Company's performance on February 20, 2025 and 2026, respectively, or, if certification occurs following such date, March 15, 2025 and 2026, respectively, for the 2022 and 2023 grants, subject to the applicable employee's continued service as of such vesting dates. For PRSUs subject to performance goals, a percentage of the target number of shares, ranging from zero to 200%, will become eligible to vest based on the Company's level of achievement of certain financial targets, subject to the Time-Based Vesting Schedule. The shares subject to performance goals become eligible to vest once the achievement against the financial targets is known, which will be no later than March of the year following the year in which the PRSUs are granted. On the quarterly vest date immediately following such determination (or a vest date otherwise specified in the agreement), the eligible shares, if any, will vest to the extent that the employee has met the Time-Based Vesting Schedule as of such date. Thereafter, the eligible shares will continue to vest in accordance with the Time-Based Vesting Schedule, subject to the applicable employee's continued service as of each such vesting date. The Company performed an analysis as of June 30, 2023 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the three and six months ended June 30, 2023 for the PRSUs that it expected to vest. As the PRSU activity during the six months ended June 30, 2023 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the six months ended June 30, 2023 is as follows (in thousands, except per share amounts): Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2022 9,962 $ 33.48 Granted 6,207 29.42 Vested (1) (2,873) 31.61 Canceled (718) 32.01 Nonvested at June 30, 2023 (2) 12,578 $ 31.99 (1) Includes 1,211,815 shares that vested but were not issued due to the Company's use of net share withholding for payment of employee taxes. (2) Includes 880,856 PRSUs. The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the six months ended June 30, 2023 and 2022 was $91.2 million and $81.4 million, respectively. As of June 30, 2023, the Company had approximately $377.0 million of unrecognized stock-based compensation expense related to RSUs and PRSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.6 years. Employee Stock Purchase Plan The Employee Stock Purchase Plan ("ESPP") allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated six-month offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company's common stock as quoted on the New York Stock Exchange on such date. There were 379,656 and 380,332 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $28.70 and $28.69 during the three and six months ended June 30, 2023, respectively. There were 364,436 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $25.00 during the three and six months ended June 30, 2022. The Company recognized stock-based compensation expense related to the ESPP of $0.9 million and $0.7 million during the three months ended June 30, 2023 and 2022, respectively. The Company recognized stock-based compensation expense related to the ESPP of $1.8 million and $1.5 million during the six months ended June 30, 2023 and 2022, respectively. Stock-Based Compensation The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of revenue $ 1,346 $ 1,248 $ 2,728 $ 2,553 Sales and marketing 8,607 8,200 17,721 16,855 Product development 24,974 22,304 50,841 45,429 General and administrative 8,653 8,309 18,547 16,284 Total stock-based compensation recorded to income before income taxes 43,580 40,061 89,837 81,121 Benefit from income taxes (9,271) (8,819) (18,875) (17,957) Total stock-based compensation recorded to net income attributable to common stockholders $ 34,309 $ 31,242 $ 70,962 $ 63,164 |