Shareholders' Equity | Shareholders’ Equity The Company has issued incentive and non-qualifying stock options to employees and non-employee directors under the 2005 Stock Option/Restricted Stock Plan, the 2015 Equity Incentive Plan (the “2015 Plan”), and the 2018 Equity Incentive Plan (the “2018 Plan”). Employee stock options are granted with exercise prices at the fair value of the underlying common stock on the grant date, generally vest, based on continuous employment, over three The Company has also issued restricted stock units (“RSUs”) to employees and non-employee directors pursuant to the 2015 Plan and the 2018 Plan. Employee RSUs are measured based on the grant-date fair value of the awards and generally vest, based on continuous employment, over three The Company has also issued market-based performance share units (“PSUs”) to certain executives pursuant to the 2018 Plan. The number of shares that can be earned range from 0% to 200% of the target number of shares, based on the relative growth of the Company’s total shareholder return as compared to the total shareholder return of the Standard & Poor’s (“S&P”) Software and Services Select Index. PSUs vest over a three-year period, subject to continuous service with the Company. Compensation expense for PSUs with market conditions is measured using a Monte Carlo simulation approach and recorded over the vesting period under the graded-vesting attribution method. The target number of PSUs granted was 195,948 shares during the year ended January 31, 2024 and 194,624 shares during the three months ended April 30, 2024. These PSUs are measured over a two-year performance period ending in the fourth quarter of fiscal year 2026. PSU’s granted during the year ended January 31, 2023 have two separate performance periods. The first tranche of awards, which had a one-year performance period, vested during the year ended January 31, 2024. The second tranche of awards is measured over a two-year performance period starting on the date of grant and ending in the fourth quarter of fiscal year 2025. Stock options The following table includes a summary of the option activity during the three months ended April 30, 2024: Number of Options Weighted-Average Exercise Price Outstanding at January 31, 2024 3,517,075 $ 24.77 Granted — — Exercised (67,105) 10.30 Forfeited or canceled (37,893) 57.19 Outstanding at April 30, 2024 3,412,077 24.69 Exercisable at April 30, 2024 3,092,340 21.49 Restricted stock units The following table includes a summary of the RSU activity during the three months ended April 30, 2024: Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at January 31, 2024 8,798,624 $ 45.41 Granted 532,653 41.07 Vested (1,011,111) 46.17 Forfeited or canceled (456,826) 45.03 Outstanding at April 30, 2024 7,863,340 45.04 Performance share units The following table includes a summary of the PSU activity during the three months ended April 30, 2024: Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at January 31, 2024 321,463 $ 50.54 Granted 194,624 34.27 Vested — — Forfeited or canceled (17,963) 50.39 Outstanding at April 30, 2024 498,124 44.19 2018 Employee Stock Purchase Plan The Company adopted the 2018 Employee Stock Purchase Plan (“ESPP”) on April 26, 2018, with the effective date of our Initial Public Offering. Under the ESPP, eligible employees are able to purchase shares of the Company’s Class A common stock at a discount through payroll deductions of up to 15% of their compensation, subject to plan limitations. Purchases are accomplished through participation in discrete offering periods. Each offering period is six months (commencing each January 1 and July 1), with a purchase date following the end of the period, unless otherwise determined by our board of directors or our compensation committee. Employees may purchase shares at 85% of the lesser of the fair market value of the Company’s Class A common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of the purchase period in the applicable offering period. Shares available for issuance The following table includes a summary of the activity of shares available for issuance under the 2018 Plan and the ESPP during the three months ended April 30, 2024: 2018 Plan ESPP Balance at January 31, 2024 18,985,254 5,572,546 Authorized 6,844,200 1,368,840 Granted (727,277) — Forfeited or canceled 512,682 — Balance at April 30, 2024 25,614,859 6,941,386 The aggregate number of shares reserved for issuance under the ESPP will increase automatically on February 1 of each of the first 10 calendar years after the first offering date. The increase of shares is equal to 1% of the total outstanding shares of the Company’s Class A and Class B common stock as of the immediately preceding January 31 (rounded to the nearest whole share), or such lesser number of shares as may be determined by our board of directors. The aggregate number of shares issued under the ESPP, subject to stock-splits, recapitalizations or similar events, may not exceed 20,400,000 shares of the Company’s common stock. As of April 30, 2024, $8.1 million has been withheld on behalf of our employees for a future purchase under the ESPP and is recorded in accrued compensation and related benefits in the condensed consolidated balance sheets. Share-based compensation expense Share-based compensation expense included in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended April 30, 2024 2023 Cost of subscription revenue $ 3,052 $ 3,459 Cost of professional services revenue 1,738 1,910 Research and development 18,056 17,432 Sales and marketing 16,595 19,054 General and administrative 10,479 9,924 Total share-based compensation expense $ 49,920 $ 51,779 The Company has excluded $1.2 million and $0.9 million of capitalized software development costs from share-based compensation expense for the three months ended April 30, 2024 and 2023, respectively. As of April 30, 2024, there was a total of $338.0 million of unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average period of 2.0 years. Share Repurchase Program In April 2024, the Company’s Board of Directors authorized the repurchase of up to $150.0 million of the Company’s outstanding Class A common stock. All repurchases under the program will be made through open market, block trades, and/or privately negotiated trades pursuant to 10b5-1 plans, in compliance with applicable securities laws and other requirements. The program has no minimum purchase commitment and it is authorized to extend over a period of up to 12 months. The timing, manner, price, and amount of the repurchase will be subject to the discretion of the Company’s management. The repurchase program does not obligate the Company to acquire any particular amount of Class A common stock and it may be suspended or discontinued at any time. When shares are repurchased, they will be immediately retired by the Company. We did not make any repurchases under the Share Repurchase Program during the three months ended April 30, 2024. |