STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN | STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN In connection with the IPO, the Company’s board of directors adopted the SecureWorks Corp. 2016 Long-Term Incentive Plan (the “2016 Plan”). The 2016 Plan became effective on April 18, 2016, and will expire on the tenth anniversary of the effective date unless the 2016 Plan is terminated earlier by the board of directors or in connection with a change in control of SecureWorks Corp. The Company has reserved 25,000,000 shares of Class A common stock for issuance pursuant to awards under the 2016 Plan. The 2016 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards, and cash bonus awards. Awards may be granted under the 2016 Plan to individuals who are employees, officers, or non-employee directors of the Company or any of its affiliates, consultants and advisors who perform services for the Company or any of its affiliates, and any other individual whose participation in the 2016 Plan is determined to be in the best interests of the Company by the compensation committee of the board of directors. The Company utilizes both authorized and unissued shares to satisfy all shares issued under the 2016 Plan. During fiscal 2024, the 2016 Plan was amended to increase the total shares of Class A common stock available for issuance by an additional 7,500,000 shares. As of February 2, 2024, there were approximately 3,887,644 shares of Class A common stock available for future grants under the 2016 Plan. Stock Options Under the 2016 Plan, the exercise price of each option will be determined by the compensation committee, except that the exercise price may not be less than 100% (or, for incentive stock options to any 10% stockholder, 110%) of the fair market value of a share of Class A common stock on the date on which the option is granted. The term of an option may not exceed ten years (or, for incentive stock options to any 10% stockholder, five years) from the date of grant. The compensation committee will determine the time or times at which each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments, and the exercisability of options may be accelerated by the compensation committee. During the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, no stock options were granted to employees or directors. The Company recognized zero, zero and $0.2 million in compensation expense for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, respectively, for previously granted options. The fair value of stock options is estimated as of the date of the grant using the Black-Scholes option pricing model. This model requires the input of subjective assumptions that will usually have a significant impact on the fair value estimate. The expected term was estimated using the SEC simplified method. The risk-free interest rate is the continuously compounded, term-matching, zero-coupon rate from the valuation date. The volatility is the leverage-adjusted, term-matching, historical volatility of peer firms. The dividend yield assumption is consistent with management expectations of dividend distributions based upon the Company’s business plan at the date of grant. The following table summarizes stock option activity and options outstanding and exercisable for the fiscal years ended, and as of, February 2, 2024, February 3, 2023, and January 28, 2022. Number Weighted- Weighted- Weighted-Average Grant date Fair Value Per Share Aggregate Intrinsic Value 1 (in thousands) Balance, January 29, 2021 1,775,565 $ 14.00 Granted — — Exercised (1,417,105) 14.00 Canceled, expired or forfeited (196,535) 14.00 Balance, January 28, 2022 161,925 $ 14.00 Granted — — Exercised — 14.00 Canceled, expired or forfeited — 14.00 Balance, February 3, 2023 161,925 $ 14.00 Granted — — Exercised — 14.00 Canceled, expired or forfeited (15,723) 14.00 Balance, February 2, 2024 146,202 $ 14.00 2.3 $ 6.15 $ — Options vested and expected to vest, February 2, 2024 146,202 $ 14.00 2.3 $ 6.15 $ — Options exercisable, February 2, 2024 146,202 $ 14.00 2.3 $ 6.15 $ — (1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on the Company’s closing share price of $7.65 as reported on the Nasdaq Global Select Market on February 2, 2024, that would have been received by the option holders had all in-the-money options been exercised as of that date. The total fair value of options vested was zero, zero and $1.1 million for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, respectively. At February 2, 2024, there was no remaining unrecognized stock-based compensation expense related to stock options as all stock options outstanding are exercisable. In connection with the acquisition of Dell by Dell Technologies in 2013, the Company’s compensation programs included grants under the Dell Technologies Inc. 2013 Stock Incentive Plan, or 2013 Plan. Under the 2013 Plan, time-based and performance-based options to purchase shares of the Series C common stock of Dell Technologies were awarded to two of the Company ’ s executive officers. Upon the closing of the Company’s IPO, all unvested time-based awards were forfeited, and 32,000 vested time-based stock options remained outstanding and 400,001 performance-based options remained unvested and outstanding subject to award terms. During the fiscal year ended January 28, 2022, 10,000 options were exercised with a pre-tax intrinsic value of $1.0 million. Cash proceeds received by Dell Technologies from the exercise of these stock options were $0.1 million and the tax benefit realized was $0.2 million for the fiscal year ended January 28, 2022. As of January 28, 2022, there were no stock options outstanding. Restricted Stock and Restricted Stock Units Under the 2016 Plan, a restricted stock award, or RSA, is an award of shares of Class A common stock that may be subject to restrictions on transferability and other restrictions as the compensation committee determines in its sole discretion on the date of grant. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise as the Company’s compensation committee may determine. Unless otherwise provided in an award agreement, a grantee who receives restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares of Class A common stock, except that the compensation committee may require any dividends to be withheld and accumulated contingent on vesting of the underlying shares or reinvested in shares of restricted stock. Under the 2016 Plan, a restricted stock unit, or RSU, represents the grantee’s right to receive a compensation amount, based on the value of the shares of Class A common stock, if vesting criteria or other terms and conditions established by the compensation committee are met. If the vesting criteria or other terms and conditions are met, the Company may settle, subject to the terms and conditions of the applicable award agreement, restricted stock units in cash, shares of Class A common stock or a combination of the two. All award agreements currently outstanding require settlement in shares of Class A common stock. During the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, the Company issued restricted stock awards and restricted stock units to employees at weighted-average fair values per share of $6.88, $12.88, and $19.81, respectively. The Company’s annual grants of RSAs and RSUs issued during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022 vest ratably over three years. Approximately 17%, 16%, and 26% of such awards were subject to performance conditions for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, respectively. Of the 8.9 million RSUs outstanding on February 2, 2024, approximately 1.2 million were performance-based awards and 7.7 million were service-based awards. For the fiscal year ended February 2, 2024, approximately 279,839 shares were forfeited for the performance-based awards that were tied to results for that fiscal year. As of February 2, 2024, unrecognized stock-based compensation expense related to restricted stock awards and restricted stock units was $37.3 million, which is expected to be recognized over the weighted-average remaining requisite period of 1.8 years. The following table summarizes activity for restricted stock and restricted stock units for the fiscal years ended, and as of, February 2, 2024, February 3, 2023, and January 28, 2022. Number Weighted- Weighted- Aggregate Intrinsic Value 1 (in thousands) Balance, January 29, 2021 4,513,093 $ 12.68 Granted 3,119,246 19.81 Vested (1,894,276) 12.71 Forfeited (1,039,567) 16.69 Balance, January 28, 2022 4,698,496 $ 16.52 Granted 4,250,300 12.88 Vested (2,060,611) 15.93 Forfeited (1,600,683) 14.91 Balance, February 3, 2023 5,287,502 $ 14.27 Granted 8,298,794 6.88 Vested (2,455,762) 14.26 Forfeited (2,235,036) 9.06 Balance, February 2, 2024 8,895,498 $ 8.68 1.0 $ 68,051 Restricted stock and restricted stock units expected to vest, February 2, 2024 7,808,058 $ 8.81 1.0 $ 59,732 (1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on the Company ’ s closing share price of $7.65 as reported on the Nasdaq Global Select Market on February 2, 2024, that would have been received by the restricted stock and restricted stock unit holders had all restricted stock and restricted stock units been issued as of that date. As of February 2, 2024, restricted stock units representing approximately 8.9 million shares of Class A common stock were outstanding, with an aggregate intrinsic value of $68.1 million based on the Company’s closing stock price as reported on the Nasdaq Global Select Market on February 2, 2024. The total fair value of Secureworks’ restricted stock and restricted stock units that vested during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022 was $35.0 million, $32.8 million, and $24.1 million, respectively, and the pre-tax intrinsic value was $19.0 million, $24.9 million and $29.2 million, respectively. Stock-based Compensation Expense The following table summarizes the classification of stock-based compensation expense related to stock options, restricted stock and restricted stock units for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022. Fiscal Year Ended February 2, 2024 February 3, 2023 January 28, 2022 (in thousands) Cost of revenue: Subscription $ 1,051 $ 642 $ 218 Professional services 1,527 1,358 905 Total cost of revenue $ 2,578 $ 2,000 $ 1,123 Research and development 12,625 11,589 7,220 Sales and marketing 4,166 6,568 4,065 General and administrative 15,735 16,698 18,038 Total stock-based compensation expense $ 35,104 $ 36,855 $ 30,446 The tax benefit related to stock-based compensation expense was $5.1 million, $6.2 million, and $4.2 million for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, respectively. Long-term Incentive Cash Awards In March 2017, the Company began granting long-term cash awards to certain employees. Generally, employees who receive the cash awards did not receive equity awards as part of the long-term incentive program. The majority of the cash awards issued prior to the fiscal year ended January 29, 2021 are subject to various performance conditions and vest in equal annual installments over a three-year period. The cash awards issued during the fiscal years ended February 2, 2024, February 3, 2023 and January 28, 2022 are not subject to any performance conditions and vest in equal installments over a three-year period. For the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, the Company granted awards of approximately $0.1 million, $0.1 million, and $9.1 million, respectively, and recognized $2.0 million, $4.6 million, and $6.4 million of related compensation expense, respectively. Employee Benefit Plan Substantially all employees are eligible to participate in a defined contribution plan that complies with Section 401(k) of the Internal Revenue Code, or 401(k) Plan. For all presented periods, the Company matched 100% of each participant’s voluntary contributions, or 401(k) employer match, subject to a maximum contribution of 6% of the participant’s compensation, up to an annual limit of $7,500, and participants vest immediately in all contributions to the 401(k) Plan. For the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, total expense under this plan was $8.0 million, $9.8 million, and $10.1 million, respectively . |