Stock-based Compensation | Stock-based Compensation Stock Options Squarespace, Inc. Amended and Restated 2008 Equity Incentive Plan In January 2008, the Company established and approved the Squarespace, Inc. 2008 Equity Incentive Plan which was ratified in 2010 and was subsequently amended and restated in March 2016 (“the 2008 Plan”). Under the 2008 Plan, which covers certain employees and consultants, the Company granted shares of its Class B common stock in the form of stock options. The stock options granted have a contractual life of ten years and generally vest over four years. The exercise price of the stock options was equal to the fair value of the Class B common stock of the Company as of the date of grant, as determined by the Company’s board of directors. After November 17, 2017, there were no additional grants issued from the 2008 Plan. In addition to service based awards, the Company also granted certain options that contain both a service condition and performance condition, as discussed below. A summary of the Company’s stock option activity for the 2008 Plan during the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Life (years) Aggregate Intrinsic Value As of December 31, 2018 9,334,493 $ 2.08 5.46 $ 115,122 Options exercised (2,481,266) $ 1.61 Options forfeited and cancelled (251,078) $ 4.15 As of December 31, 2019 6,602,149 $ 2.18 4.69 $ 147,482 Options exercised (897,777) 1.60 Options forfeited and cancelled (475,959) 6.05 As of December 31, 2020 5,228,413 $ 1.93 3.60 $ 246,101 Options exercised (3,326,356) 1.43 Options forfeited and cancelled (4,570) 3.31 As of December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 Options vested at December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 Options expected to vest at December 31, 2021 — $ — — $ — Exercisable at December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 As of December 31, 2021, there were no unrecognized compensation costs for stock options. As of December 31, 2020 and 2019, there were $128 and $1,919 of total unrecognized compensation costs, net of actual forfeitures, related to stock option grants that are expected to be recognized over a weighted-average period of 0.5 years and 1.3 years, respectively. The tax benefit of stock option exercises was $5,961, $1,291 and $8,719 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company recognizes the impact of forfeitures in the period that the option is forfeited. All of the Company’s option awards are amortized on a straight-line basis over the requisite service periods of the awards. On August 22, 2017 and September 10, 2017, the Company granted a total of 513,239 stock options to certain executives that contained both a service condition and a performance condition (“IPO Options”). These stock options have an exercise price of $6.15 per share of Class B common stock and total fair value of $1,351 on their respective grant dates. These stock options were to vest and become exercisable as follows: (i) 33.3% of the total number of shares underlying these options were to vest upon an IPO or a change in control of the Company, as defined in the option agreements (the “Initial Vesting Date”) and (ii) thereafter, 33.3% of the total number of shares underlying these options were to vest on each of the one year anniversary of the Initial Vesting Date and the two year anniversary of the Initial Vesting Date, respectively, provided that each executive continued to provide services to the Company on the applicable vesting date. During the year ended December 31, 2020, upon the departure of executives holding the IPO Options, 438,239 of the outstanding IPO Options were forfeited in accordance with the original terms of the award and 75,000 IPO Options were modified to waive the performance condition allowing one executive to vest in the award. Accordingly, the Company remeasured the fair value of the IPO Options that were allowed to vest on the modification date and recognized $1,180 of stock-based compensation expense included in general and administrative in the consolidated statements of operations for the year ended December 31, 2020. Restricted Stock Units (RSUs) Squarespace, Inc. 2017 Equity Incentive Plan On November 17, 2017, the Company’s board of directors approved the Squarespace, Inc. 2017 Equity Incentive Plan (“the 2017 Plan”). Under the 2017 Plan, the Company may grant shares of its Class A common stock in the form of RSUs, stock options, stock appreciation rights, performance stock awards and other stock awards. RSUs generally vest over four years and are measured based on the fair market value of the underlying Class A common stock on the date of grant, as determined by the Company’s board of directors. After April 15, 2021, no additional grants were issued from the 2017 Plan. Squarespace, Inc. 2021 Equity Incentive Plan On March 25, 2021, the Company’s board of directors adopted the Squarespace, Inc. 2021 Equity Incentive Plan (“the 2021 Plan”) which was approved by the stockholders on May 3, 2021 and went into effect on May 9, 2021. Under the 2021 Plan, the Company may grant shares of its Class A common stock in the form of RSUs, stock options, stock appreciation rights, performance stock awards and other stock awards. RSUs generally vest over four years and subsequent to the Direct Listing, are measured based on the closing price of the Company’s Class A common stock as reported on the date of grant. Tock Selling Shareholder RSUs On March 31, 2021, the Company issued 438,468 shares of Class C common stock in the form of RSUs to certain selling shareholders of Tock, which will vest over three years contingent upon continued service. Immediately prior to the registration statement in connection with the Direct Listing being declared effective, the shares of Class C common stock automatically converted to Class A common stock. See Note 15 — Stockholders' Deficit for further information. These RSUs were issued outside of the 2017 Plan and 2021 Plan. The weighted-average grant price of these RSUs was $68.42 per share. Accordingly, the Company will recognize $30,000 as compensation expense over the requisite three years service period on a straight-line basis. During the year ended December 31, 2021, the Company recorded compensation expense of $5,660 and $1,565 related to the RSUs issued to certain selling shareholders of Tock in general and administrative expenses and research and product development, respectively, in the consolidated statements of operations. A summary of the Company’s RSU activity during years ended December 31, 2021, 2020 and 2019 is as follows: Number of RSUs Weighted Average Grant Date Fair Value Per RSU RSUs outstanding – December 31, 2018 2,012,399 $13.65 RSUs granted 4,465,569 17.55 RSUs vested (385,735) 13.58 RSUs forfeited and cancelled (368,450) 13.86 RSUs outstanding – December 31, 2019 5,723,783 $16.70 RSUs granted 1,585,618 33.43 RSUs vested (1,366,242) 16.16 RSUs forfeited and cancelled (501,684) 16.79 RSUs outstanding – December 31, 2020 5,441,475 $21.27 RSUs granted 2,224,913 56.41 RSUs vested (1,661,752) 18.92 RSUs forfeited and cancelled (543,017) 29.70 RSUs outstanding – December 31, 2021 5,461,619 $33.65 As of December 31, 2021, 2020 and 2019, the fair value of share units vested was $77,480, $42,616 and $7,099, respectively. As of December 31, 2021, 2020 and 2019, there was $150,324, $95,101 and $79,860 of total unrecognized compensation costs related to RSU grants that are expected to be recognized, respectively, over a weighted-average period of 2.8 years, 2.9 years and 1.9 years, respectively. The tax benefit of vested RSUs was $10,589, $4,970 and $410 for the years ended December 31, 2021, 2020 and 2019, respectively. In connection with the vesting of the RSUs, the Company reacquired 737,715 shares for $34,503, 648,097 shares for $20,161 and 184,779 shares for $3,340 during the years ended December 31, 2021, 2020 and 2019, respectively, in order to satisfy employee tax withholding obligations. The employees received the net number of shares after consideration to those reacquired. The reacquired shares subsequently became available again for issuance under the Plan. Executive Restricted Stock Grant On August 22, 2017, the Company granted its Chief Executive Officer ("CEO") 4,460,858 shares of Class B common stock with a grant date fair value of $27,434 (the “CEO Stock Grant”). Under the terms of the initial agreement (“Stock Grant Agreement”), these shares were to be forfeited as of a date that is three years, six months following the date of grant unless one of the following occurred prior to that date: (1) a Liquidation Event (other than a liquidation, dissolution or winding up of the Company) as defined by the Stock Grant Agreement or (2) an IPO, as defined by the Stock Grant Agreement. On August 24, 2020 the board of directors modified the forfeiture provision of the Stock Grant Agreement by extending the forfeiture date from February 22, 2021 to August 22, 2021. The modification of the forfeiture date was accounted for as the grant of the new award, accordingly, the Company updated the fair value of the CEO Stock Grant on the modification date. The Company estimated the fair value of the Class B common stock to be $51.40 per share on the modification date. On May 19, 2021, upon completion of the Direct Listing, 4,460,858 shares of Class B common stock vested in accordance with the Stock Grant Agreement. As a result, the Company recorded stock-based compensation expense of $229,288 in general and administrative expenses in the consolidated statements of operations during the year ended December 31, 2021. Casalena Performance Award On April 15, 2021 (“Grant Date”), the board of directors of the Company approved an RSU grant to Anthony Casalena, CEO, of 2,750,000 Class A common shares (“Casalena Performance Award”). The Casalena Performance Award vesting is contingent on both service- and market-based vesting conditions. The market-based vesting condition is based on the achievement of specified Class A common stock price targets during the period beginning upon the effectiveness of the registration statement and ending on the fifth anniversary of the Grant Date (“Performance Period”). The Casalena Performance Award is divided into ten equal tranches. The market-based vesting condition is eligible to vest based on the achievement of ten different and progressively increasing stock price targets. The targets will be deemed to have been achieved when the average closing price of a share of the Company’s Class A common stock on the trading days over any consecutive thirty calendar day period during the Performance Period equals or exceeds the applicable Class A common stock price target. The service-based vesting condition is deemed met in four equal installments over four years starting on the first anniversary of the Grant Date. Although the service-based vesting condition period is four years, Mr. Casalena must be employed by the Company at the time the market condition is met in order to vest in any tranche of the award. The Company estimated the fair value of the Casalena Performance Award on the grant date to be approximately $83,534 using a Monte Carlo simulation with a weighted-average grant date fair value of $30.38 per Class A common share. The Company will recognize the fair value of the award as stock-based compensation expense using the accelerated attribution method over the longer of (i) the period of time the market condition for each tranche is expected to be met (i.e., the derived service period) or (ii) the service vesting condition of four years. The applicable stock price targets are as follows: Company Stock Price Target Cumulative Number of Shares of Vest $105.00 275,000 $140.00 550,000 $175.00 825,000 $210.00 1,100,000 $245.00 1,375,000 $280.00 1,650,000 $315.00 1,925,000 $350.00 2,200,000 $385.00 2,475,000 $420.00 2,750,000 During the year ended December 31, 2021, the Company recorded compensation expense of $24,776 related to the Casalena Performance Award in general and administrative expenses in the consolidated statements of operations. Stock-Based Compensation The classification of stock-based compensation by line item in the consolidated statement of operations is as follows: Years Ended December 31, 2021 2020 2019 Cost of revenue $ 1,545 $ 780 $ 532 Research and product development 33,030 21,619 12,087 Marketing and sales 5,929 3,144 1,737 General and administrative 267,420 5,711 3,619 Total stock-based compensation $ 307,924 $ 31,254 $ 17,975 The amount above excludes $380, $163 and $346 of stock compensation capitalized as property and equipment, net, for the years ended December 31, 2021, 2020 and 2019, respectively. The tax benefit associated with stock-based compensation was $19,135, offset by the Company’s valuation allowance, for the year ended December 31, 2021. The tax benefit associated with stock-based compensation recognized was $6,260 and $9,130 for the years ended December 31, 2020 and 2019, respectively. Shares Available for Future Issuance As of May 9, 2021, all shares available under the 2008 and 2017 Plans will continue to remain available but will no longer be available for future issuance. The shares available will continue to include all shares forfeited and expired and reacquired to satisfy employee tax withholding obligations that were issued under the 2008 and 2017 Plans. The following table summarizes the shares available under the 2008 and 2017 Plans: Shares Available Under the 2008 and 2017 Plans Balance as of December 31, 2018 5,448,697 Granted (4,465,569) Forfeited and expired 619,528 Reacquired to satisfy employee tax withholding obligations 184,779 Balance as of December 31, 2019 1,787,435 Additional Class A common shares available for issuance 6,900,000 Granted (1,585,618) Forfeited and expired 977,643 Reacquired to satisfy employee tax withholding obligations 648,097 Balance as of December 31, 2020 8,727,557 Granted (1,165,141) Casalena Performance Award granted (2,750,000) Forfeited and expired 500,245 Reacquired to satisfy employee tax withholding obligations 737,715 Balance as of December 31, 2021 6,050,376 On May 9, 2021, upon effectiveness of the 2021 Plan, the Company included an additional 19,250,000 Class A common shares available for issuance. The following table summarizes the shares available for future issuance under the 2021 Plan: Shares Available for Future Grant Under the 2021 Plan Balance as of December 31, 2020 — Class A common shares available for issuance 19,250,000 RSUs granted (1,059,772) RSUs forfeited and expired 47,342 Balance as of December 31, 2021 18,237,570 Annually on January 1 of each fiscal year, beginning on January 1, 2022, the authorized shares available for issuance shall be increased by a number of shares of common stock equal to 5% of the aggregate number of shares outstanding on December 31 of the year immediately prior. |