Stock-Based Compensation | Note 12. Stock-Based Compensation Employee Equity Plans In January 2015, our board of directors adopted the 2015 Equity Incentive Plan (2015 Plan), which became effective prior to the completion of our initial public offering (IPO). Awards granted under the 2015 Plan may be (i) incentive stock options, (ii) nonstatutory stock options, (iii) restricted stock units, (iv) restricted stock awards or (v) stock appreciation rights, as determined by our board of directors at the time of grant. Generally, our restricted stock units vest over four years and, (a) for employee new hire restricted stock unit grants, twenty-five percent vest one year from the vesting commencement date and continue to vest 1/16th per quarter thereafter; or (b) for employee refresh restricted stock unit grants, 1/16 th per quarter vest from the vesting commencement date . As of January 31, 2022 , 26,828,445 shares were reserved for future issuance under the 2015 Plan. In January 2015, our board of directors adopted the 2015 Employee Stock Purchase Plan (2015 ESPP), which became effective prior to the completion of our IPO. The 2015 ESPP allows eligible employees to purchase shares of our Class A common stock at a discount of up to 15 % through payroll deductions of their eligible compensation, subject to any plan limitations. The 2015 ESPP provides for 24-month offering periods beginning March 16 and September 16 of each year, and each offering period consists of four six-month purchase periods. On each purchase date, eligible employees may purchase our stock at a price per share equal to 85 % of the lesser of (1) the fair market value of our stock on the offering date or (2) the fair market value of our stock on the purchase date. In the event the price is lower on the last day of any purchase price period, in addition to using that price as the basis for that purchase period, the offering period resets and the new lower price becomes the new offering price for a new 24 month offering period. As of January 31, 2022 , 7,278,895 shares were reserved for future issuance under the 2015 ESPP. Stock Options The following table summarizes the stock option activity under the equity incentive plans and related information: Shares Subject to Options Outstanding Weighted- Weighted- Remaining Average Exercise Contractual Life Aggregate Shares Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2020 8,772,585 $ 9.48 4.27 $ 60,221 Options granted 31,666 12.48 Options exercised ( 1,994,667 ) 5.14 Options forfeited/cancelled ( 192,547 ) 10.73 Balance as of January 31, 2021 6,617,037 $ 10.77 3.77 $ 48,098 Options granted — — Options exercised ( 886,644 ) 4.54 Options forfeited/cancelled ( 3,500 ) 4.63 Balance as of January 31, 2022 5,726,893 $ 11.74 3.04 $ 82,481 Vested and expected to vest as of January 31, 2022 5,668,611 $ 11.65 3.00 $ 82,131 Exercisable as of January 31, 2022 4,561,255 $ 9.59 2.12 $ 75,480 Shares Subject to Options Outstanding Weighted-Average Weighted-Remaining Average Exercise Contractual Life Aggregate Shares Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2019 Options granted Option exercised Options forfeited/cancelled Balance as of January 31, 2020 Options granted Option exercised Options forfeited/cancelled Balance as of January 31, 2021 Vested and expected to vest as of January 31, 2021 Exercisable as of January 31, 2021 9,096,961 $9.01 4.97 $ 108,731 577,082 19.89 (659,34) 9.05 (242,110) 17.63 8,772,585 $ 9.48 4.27 $ 60,221 31,666 12.48 (1,994,667) 5.14 (192,547) 10.73 6,617,037 $ 10.773.77 $ 48,098 6,554,892 $ 10.68 3.74 $ 48,092 5,348,780 $ 8.59 2.87 $ 47,974 The aggregate intrinsic value of options vested and expected to vest and exercisable as of January 31, 2022 is calculated based on the difference between the exercise price and the current fair value of our common stock. The aggregate intrinsic value of exercised options for the years ended January 31, 2022, 2021 and 2020 was $ 17.9 million, $ 28.0 million, and $ 5.9 million, respectively. The aggregate estimated fair value of stock options granted to employees that vested during the years ended January 31, 2022, 2021 and 2020 was $ 0.8 million, $ 2.3 million, and $ 5.3 million, respectively. There were no options granted to employees during the year ended January 31, 2022. The weighted-average grant date fair value of options granted to employees during the years ended January 31, 2021 and 2020 was $ 5.41 and $ 8.00 per share, respectively. As of January 31, 2022, the unrecognized stock-based compensation expense related to outstanding stock options granted to employees was not material. Stock Options with Market-Based Performance Goals To further align our stockholders’ interests with executive officers’ interests, the Compensation Committee of our board of directors approved and granted performance-based stock options with market-based performance goals under the 2015 Plan to certain executive officers , which are subject to both the achievement of the market-based performance goal established by the Compensation Committee and the continued employment of the participant. These performance-based stock options vest only to the extent that both the market-based performance goal and time-based condition are satisfied. As of January 31, 2022 , t here were 1,375,000 performance-based stock options outstanding. The grant date fair value of these awards was determined using a Monte Carlo valuation model and the related stock-based compensation expense is recognized based on an accelerated attribution method. As of January 31, 2022, the unrecognized stock-based compensation expense related to outstanding performance-based stock options with market-based performance goals was not material. Restricted Stock Units The following table summarizes the restricted stock unit activity under the equity incentive plans and related information: Number of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2020 21,808,107 $ 18.85 Granted 10,702,574 15.81 Vested ( 5,100,239 ) 18.27 Forfeited/cancelled ( 13,079,764 ) 17.87 Unvested balance - January 31, 2021 14,330,678 $ 17.68 Granted 11,357,469 24.26 Vested ( 6,816,896 ) 19.66 Forfeited/cancelled ( 4,030,338 ) 19.39 Unvested balance - January 31, 2022 14,840,913 $ 21.35 er of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2019 18,098,707 $ 19.35 Granted 12,436,586 18.81 Vested, net of shares withheld for employee payroll taxes (4,166,907 ) 19.92 Forfeited/cancelled (4,560,279 ) 19.77 Unvested balance - January 31, 2020 21,808,107 $ 18.85 Granted 10,702,574 15.82 Vested, net of shares withheld for employee payroll taxes (5,100,239 ) 18.28 Forfeited/cancelled (13,079,764 ) 17.87 Unvested balance - January 31, 2021 14,330,678 $ 17.68 As of January 31, 2022 , there was $ 290.3 million of unrecognized stock-based compensation expense related to outstanding restricted stock units granted to employees that is expected to be recognized over a weighted-average period of 2.77 years. Performance-Based Restricted Stock Units We use performance-based incentives for certain employees, including our named executive officers, to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals. Typically, near the beginning of each fiscal year, our Compensation Committee adopts the performance criteria and targets for the incentive compensation plan (Executive Bonus Plan) for that fiscal year, which identifies the plan participants, the performance measures and the associated target levels for each measure, and the potential payouts based on actual performance for the fiscal year. Payouts are made in the form of cash, fully vested restricted stock units, or a combination of both, at the discretion of our Compensation Committee. Based on a review of our actual achievement of the pre-established corporate financial objectives and additional inputs from our Compensation Committee, the Executive Bonus Plan is paid out in the first quarter of the following fiscal year. For the fiscal year 2021 and 2022 Executive Bonus Plans, the pay out was and will be in the form of fully vested restricted stock units. During the year ended January 31, 2022 , we recognized stock-based compensation expense related to the Executive Bonus Plan for fiscal years 2021 and 2022 in the amount of $ 3.2 million and $ 17.1 million, respectively. The unrecognized compensation expense related to the ungranted and unvested Executive Bonus Plan for fiscal year 2022 is $ 3.2 million, based on the expected performance against the pre-established corporate financial objectives as of January 31, 2022, which is expected to be recognized during the first quarter of fiscal year 2023. 2015 ESPP As of January 31, 2022 , there was $ 7.4 million of unrecognized stock-based compensation expense related to the 2015 ESPP that is expected to be recognized over the remaining term of the respective offering periods. Stock-Based Compensation The following table summarizes the components of stock-based compensation expense recognized in the consolidated statements of operations (in thousands): Year Ended January 31, 2022 2021 2020 Cost of revenue $ 20,093 $ 18,936 $ 16,769 Research and development 68,063 61,145 62,565 Sales and marketing 52,547 42,015 38,030 General and administrative 38,271 32,196 28,624 Total stock-based compensation $ 178,974 $ 154,292 $ 145,988 Year Ended January 31, 2021 2020 2019 Cost of revenue $ 18,936 $ 16,769 $ 14,065 Research and development 61,145 62,565 45,189 Sales and marketing 42,015 38,030 36,864 General and administrative 32,196 28,624 23,178 Total stock-based compensation $ 154,292 $ 145,988 $ 119,296 Determination of Fair Value We estimated the fair value of employee stock options and 2015 ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended January 31, 2022 2021 2020 Employee Stock Options Expected term (in years) N/A 5.8 5.5 – 5.8 Risk-free interest rate N/A 0.6 % 1.8 % Volatility N/A 46 % 45 % Dividend yield N/A 0 % 0 % Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.5 – 2.0 0.5 – 2.0 Risk-free interest rate 0.1 % – 0.2 % 0.1 % – 0.4 % 1.7 % – 2.5 % Volatility 36 % – 52 % 44 % – 54 % 34 % – 55 % Dividend yield 0 % 0 % 0 % Year Ended January 31, 2021 2020 2019 Employee Stock Options Expected term (in years) 5.8 5.5 – 5.8 5.5 – 5.8 Risk-free interest rate 0.6% 1.8% 2.8% – 3.1% Volatility 46% 45% 45% Dividend yield 0% 0% 0% Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.5 – 2.0 0.5 – 2.0 Risk-free interest rate 0.1% – 0.4% 1.7% – 2.5% 2.0% – 2.8% Volatility 44% – 54% 34% – 55% 37% – 50% Dividend yield 0% 0% 0% The assumptions used in the Black-Scholes option pricing model were determined as follows: Fair Value of Common Stock. We use the market closing price for our Class A common stock as reported on the New York Stock Exchange to determine the fair value of our common stock at each grant date. Expected Term . The expected term represents the period that our share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms and contractual lives of the options and 2015 ESPP purchase rights. Expected Volatility . We estimate the expected volatility of the stock option grants and 2015 ESPP purchase rights based on the historical volatility of our Class A common stock over a period equivalent to the expected term of the stock option grants and 2015 ESPP purchase rights, respectively. Risk-free Interest Rate . The risk-free rate that we use is based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options and 2015 ESPP purchase rights. Dividend Yield . We have never declared or paid any cash dividends on our Class A common stock and do not plan to pay cash dividends on our Class A common stock in the foreseeable future, and, therefore, use an expected dividend yield of zero . |