Stock-based Compensation and Stockholders' Equity | Stock-based Compensation and Stockholders’ Equity Equity Incentive Plan On June 5, 2020, the stockholders of the Company approved the 2020 Equity and Incentive Compensation Plan (the "2020 Plan"). The maximum number of shares available under the 2020 Plan is 5,000,000 plus 1,045,000 shares of common stock that remained available for future awards under the 2016 Equity Incentive Plan (the “2016 Plan”), at the time of adoption of the 2020 Plan. No other awards can be granted under the 2016 Plan and 7,246,000 shares of common stock remain reserved for outstanding awards issued under the 2016 Plan at the time of adoption of the 2020 Plan. Under the 2020 Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, the Company’s common stock. The exercise price per share for incentive stock options granted to employees owning shares representing more than 10% of the Company's outstanding voting stock at the time of grant cannot be less than 110% of the fair value of the underlying shares on the grant date. Nonqualified stock options and incentive stock options granted to all other persons are granted at a price not less than 100% of the fair value. Options generally expire ten years after the date of grant. Stock options and RSUs generally vest over four years; 25% at the end of one year and one sixteenth per quarter thereafter. As of June 30, 2021, the Company had 2,730,277 authorized shares available for future issuance under the 2020 Plan. Common Stock Repurchase and Retirement On August 9, 2020, the Board approved a share repurchase program to repurchase up to an aggregate of $30.0 million of the Company's common stock at market prices. The program was effective until December 31, 2020 or if earlier, until the maximum amount of common stock is repurchased. During the three months ended September 30, 2020, 1,142,294 shares of common stock were repurchased for $30.0 million and the program ended. Repurchased shares were recorded as treasury shares in the Company's condensed consolidated balance sheet as of September 30, 2020. On December 11, 2020, the Company retired 2,475,419 shares of common stock, which were recorded as treasury stock in the Company's condensed consolidated balance sheet as of September 30, 2020. On October 31, 2020, the Board approved a share repurchase program to repurchase up to an aggregate of $50.0 million of the Company's common stock at market prices. The program was effective until October 31, 2021 or if earlier, until the maximum amount of common stock was repurchased. As of March 31, 2021, 1,675,746 shares of common stock were repurchased and retired for an aggregate $50.0 million and the program ended. On January 29, 2021, a duly authorized subcommittee of the Board approved a share repurchase program to repurchase up to an aggregate of $200.0 million of the Company's common stock at market prices. The program is effective until July 31, 2022 or if earlier, until the maximum amount of common stock is repurchased. 1,391,171 shares of common stock were repurchased and retired for an aggregate $50.0 million as of June 30, 2021. During the fiscal year ended June 30, 2021, the Company repurchased and retired 4,209,211 shares of common stock for an aggregated $130.0 million. Additionally, the Company retired 1,333,125 shares of common stock repurchased in prior years. Determining Fair Value The Company's fair value of RSUs and PRSUs is based on the closing market price of the Company's common stock on the date of grant. The Company estimates the fair value of stock options granted using the Black-Scholes-option-pricing model. This fair value is then amortized ratably over the requisite service periods of the awards, which is generally the vesting period. The key inputs in using the Black-Scholes-option-pricing model were as follows: Expected Term—The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on the Company's historical experience. Expected Volatility—Expected volatility is based on the Company's implied and historical volatility. Expected Dividend—The Black-Scholes valuation model calls for a single expected dividend yield as an input and the Company has no plans to pay dividends. Risk-Free Interest Rate—The risk-free interest rate used in the Black-Scholes valuation method is based on the United States Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. The fair value of stock option grants for the fiscal years ended June 30, 2021, 2020 and 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Years Ended June 30, 2021 2020 2019 Risk-free interest rate 0.27% - 1.09% 0.47% - 1.72% 2.32% - 2.97% Expected term 5.98 years 6.27 years 6.05 years Dividend yield — % — % — % Volatility 50.03% - 50.43% 49.61% - 50.46% 47.34% - 50.28% Weighted-average fair value $ 14.92 $ 9.59 $ 9.25 The following table shows total stock-based compensation expense included in the consolidated statements of operations for the fiscal years ended June 30, 2021, 2020 and 2019 (in thousands): Years Ended June 30, 2021 2020 2019 Cost of sales $ 1,762 $ 1,504 $ 1,663 Research and development 14,030 12,202 12,981 Sales and marketing 2,022 1,680 1,805 General and administrative 10,735 4,803 4,735 Stock-based compensation expense before taxes 28,549 20,189 21,184 Income tax impact (8,574) (6,814) (4,349) Stock-based compensation expense, net $ 19,975 $ 13,375 $ 16,835 As of June 30, 2021, $8.4 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 4 years, $45.1 million of unrecognized compensation cost related to unvested RSUs is expected to be recognized over a weighted-average period of 2.73 years and $0.1 million of unrecognized compensation cost related to unvested PRSUs is expected to be recognized over a period of 0.36 year. Additionally, as described below, $10.5 million of unrecognized compensation cost related to the 2021 CEO Performance Stock Option is expected to be recognized over a period of 5 years. Stock Option Activity In March 2021, the Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of a stock option award for 1,000,000 shares of common stock to the Company’s CEO (the “2021 CEO Performance Stock Option”). The 2021 CEO Performance Stock Option has five vesting tranches with a vesting schedule based entirely on the attainment of operational milestones (performance conditions) and market conditions, assuming (1) continued employment either as the CEO or in such capacity as agreed upon between the Company’s CEO and the Board and (2) service through each vesting date. Each of the five vesting tranches of the 2021 CEO Performance Stock Option will vest upon certification by the Compensation Committee that both (i) the market price milestone for such tranche, which begins at $45.00 per share for the first tranche and increases up to $120.00 per share thereafter (based on a 60 calendar day average, counting only trading days), has been achieved, and (ii) any one of five operational milestones focused on total revenue, as reported under U.S. GAAP, have been achieved for the previous four consecutive fiscal quarters. Upon vesting and exercise, including the payment of the exercise price of $45.00 per share, prior to March 2, 2024, the Company’s CEO must hold shares that he acquires until March 2, 2024, other than those shares sold pursuant to a cashless exercise where shares are simultaneously sold to pay for the exercise price and any required tax withholding. The achievement status of the operational and stock price milestones as of June 30, 2021 was as follows: Annualized Revenue Milestone Achievement Status Stock Price Milestone Achievement Status (in billions) $4.0 Probable $45 Not met $4.8 Probable $60 Not met $5.8 Probable $75 Not met $6.8 Probable $95 Not met $8.0 — $120 Not met On the grant date, a Monte Carlo simulation was used to determine for each tranche (i) a fixed expense amount for such tranche and (ii) the future time when the market price milestone for such tranche was expected to be achieved, or its “expected market price milestone achievement time.” Separately, based on a subjective assessment of the Company’s future financial performance, each quarter, the Company will determine whether achievement is probable for each operational milestone that has not previously been achieved or deemed probable of achievement, and, if so, the future time when the Company expects to achieve that operational milestone, or its “expected operational milestone achievement time.” When the Company first determines that an operational milestone has become probable of being achieved, the Company will allocate the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting time.” The “expected vesting time” at any given time is the later of (i) the expected operational milestone achievement time (if the related operational milestone has not yet been achieved) and (ii) the expected market price milestone achievement time (if the related market price milestone has not yet been achieved). The Company will immediately recognize a catch-up expense for all accumulated expenses from the grant date through the quarter in which the operational milestone was first deemed probable of being achieved. Each quarter thereafter, the Company will recognize the prorated portion of the then-remaining expense for the tranche based on the number of quarters between such quarter and the then-applicable expected vesting time, except that upon vesting of a tranche, all remaining expenses for that tranche will be immediately recognized. During the fiscal year ended June 30, 2021, the Company recognized compensation expense related to the 2021 CEO Performance Stock Option of $1.1 million. As of June 30, 2021, $10.5 million in unrecognized compensation cost related to the 2021 CEO Performance Stock Option is expected to be recognized over a period of 5 years. The following table summarizes stock option activity during the fiscal years ended June 30, 2021, 2020 and 2019 under all plans: Options Weighted Weighted Aggregate Balance as of June 30, 2018 8,301,138 $ 16.50 Granted 434,320 $ 18.58 Forfeited/Cancelled (1,360,823) $ 8.94 Balance as of June 30, 2019 7,374,635 $ 18.02 Granted 273,260 $ 19.61 Exercised (1,812,000) $ 15.74 Forfeited/Cancelled (456,127) $ 11.97 Balance as of June 30, 2020 5,379,768 $ 19.38 Granted 1,517,110 $ 40.49 Exercised (1,645,800) $ 17.25 Forfeited/Cancelled (75,524) $ 24.43 Balance as of June 30, 2021 5,175,554 $ 26.17 5.36 $ 57,099 Options vested and exercisable at June 30, 2021 3,448,888 $ 20.47 3.41 $ 50,887 The total pretax intrinsic value of options exercised during the fiscal year ended June 30, 2021, 2020 and 2019 was $24.3 million, $19.3 million and $0, respectively. Additional information regarding options outstanding as of June 30, 2021, is as follows: Options Outstanding Options Vested and Exercisable Range of Number Weighted- Weighted- Number Weighted- $9.24 - $12.50 521,886 1.54 $ 10.81 521,886 $ 10.81 $13.00 - $15.22 540,699 2.68 $ 14.33 490,794 $ 14.40 $17.09 - $18.93 714,906 3.17 $ 17.94 648,411 $ 17.97 $20.37 - $22.10 619,745 4.90 $ 21.13 547,375 $ 21.10 $22.15 - $25.44 614,906 5.81 $ 24.26 436,968 $ 24.67 $26.60 - $28.71 536,681 4.69 $ 27.08 529,181 $ 27.06 $30.33 - $38.50 590,341 7.26 $ 34.31 246,273 $ 34.48 $39.19 - $39.19 28,000 3.62 $ 39.19 28,000 $ 39.19 $42.35 - $42.35 8,390 4.82 $ 42.35 — $ — $45.00 - $45.00 1,000,000 9.67 $ 45.00 — $ — $9.24 - $45.00 5,175,554 5.36 $ 26.17 3,448,888 $ 20.47 RSU and PRSU Activity In January 2015, the Company began to grant RSUs to employees. The Company grants RSUs to certain employees as part of its regular employee equity compensation review program as well as to selected new hires. RSUs are typically service based share awards that entitle the holder to receive freely tradable shares of the Company's common stock upon vesting. In August 2017, the Compensation Committee granted two PRSU awards to the Company's Chief Executive Officer, both of which have both performance and service conditions. 50% of the PRSUs vested at June 30, 2018 when performance conditions were achieved, while the remainder vest in equal amounts over the following ten quarters subject to the continued employment of the CEO. As of June 30, 2021, the remaining 50% of the PRSUs had vested in accordance with the terms of the grant. In March 2020, the Compensation Committee granted a PRSU award to one of the Company's senior executives. The award vests in two tranches and includes service and performance conditions. Each tranche has 15,000 RSUs that vest in May 2021 and November 2021 based on service conditions only. Additional units can be earned based on revenue growth percentage in fiscal year 2020 compared to fiscal year 2019, which units would vest in May 2021, and based on revenue growth percentage in fiscal year 2021 compared to fiscal year 2020, which units would vest in November 2021. No additional units were earned for fiscal year 2020 as revenue decreased from fiscal year 2019. The following table summarizes RSUs and PRSUs activity during the fiscal years ended June 30, 2021 and 2020 under all plans: Time-based RSUs Outstanding Weighted PRSUs Outstanding Weighted Balance as of June 30, 2018 1,480,605 $ 23.34 120,000 $ 27.10 Granted 1,086,911 $ 18.37 — Released (1) (549,886) $ 24.87 — Forfeited (144,528) $ 20.25 — Balance as of June 30, 2019 1,873,102 $ 20.25 120,000 $ 27.10 Granted 943,650 $ 20.45 30,000 $ 20.37 Released (1) (871,274) $ 20.97 (108,000) $ 27.10 Forfeited (177,451) $ 19.49 — Balance as of June 30, 2020 1,768,027 $ 20.08 42,000 $ 22.29 Granted 1,334,418 $ 31.54 30,000 $ 34.27 Released (1) (984,406) $ 21.63 (27,000) $ 23.36 Forfeited (263,083) $ 25.01 (30,000) $ 20.37 Balance as of June 30, 2021 1,854,956 $ 26.79 15,000 $ 34.27 _________________ (1) The number of shares released excludes 172,857 RSUs that were vested but not released in fiscal year 2019. The number of vested but not released RSUs for fiscal years 2021 and 2020 was not material. The number of shares released also excludes 24,000 PRSUs that were vested but not released in fiscal year 2019. These vested RSUs and PRSUs were primarily released in fiscal year 2020 and included in fiscal year 2020 number upon the effectiveness of the Company's registration statement on Form S-8. The total pretax intrinsic value of RSUs and PRSUs vested was $32.6 million, $18.9 million and $14.3 million for the fiscal years ended June 30, 2021, 2020 and 2019, respectively. In fiscal years 2021, 2020 and 2019, the Company withheld 274,620, 331,648 and 175,044 shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes from the vesting and release of 1,011,406, 979,274 and 549,886 RSUs and PRSUs, respectively, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the RSUs on their respective vesting dates as determined by the Company's closing stock price. Total payments for the employees' tax obligations to tax authorities were $8.7 million, $8.2 million and $3.1 million for the fiscal years ended June 30, 2021, 2020 and 2019, respectively, and are reflected as a financing activity within the consolidated statements of cash flows. Pursuant to the terms of the 2020 and 2016 Plan, shares withheld in connection with net-share settlements are returned to the 2016 Plan and are available for future grants under the 2020 and 2016 Plan. |