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 from the 2008 Plan. A summary of the Company’s stock option activity for the 2008 Plan during the years ended December 31, 2023, 2022 and 2021 is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Life (years) Aggregate Intrinsic Value As of December 31, 2020 5,228,413 $ 1.93 3.60 $ 246,101 Exercised (3,326,356) 1.43 Forfeited and expired (4,570) 3.31 As of December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 Exercised (674,773) 3.36 Forfeited and expired (40,689) 0.43 As of December 31, 2022 1,182,025 $ 2.58 2.73 $ 23,159 Exercised (63,911) 2.94 Forfeited and expired (498) 1.82 As of December 31, 2023 1,117,616 $ 2.56 1.72 $ 34,034 Vested at December 31, 2023 1,117,616 $ 2.56 1.72 $ 34,034 Exercisable at December 31, 2023 1,117,616 $ 2.56 1.72 $ 34,034 As of December 31, 2023, 2022 and 2021, there were no unrecognized compensation costs for stock options. The excess tax benefit of stock option exercises was $65, $684 and $5,961 for the years ended December 31, 2023, 2022 and 2021, 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. Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) 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, PSUs, stock options, stock appreciation rights 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, PSUs, stock options, stock appreciation rights and other stock awards. RSUs are subject to continuous service and 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. During the year ended December 31, 2023, the Company granted 193,381 shares of Class A common stock in the form of PSUs under the 2021 Plan. PSUs will generally vest over 3 years and are subject to continuous service and the achievement of certain unlevered free cash flow margin and revenue growth targets. The percentage of PSUs that will vest can range from 0% to 200% based on the growth targets that are achieved. PSUs are measured based on the closing price of the Company's Class A common stock as reported on the date of grant. The related stock-based compensation expenses are recorded over the vesting period or requisite service period if the performance conditions are probable of being met and included in the consolidated statements of operations. A summary of the Company’s RSU and PSU activity during years ended December 31, 2023, 2022 and 2021 is as follows: Number of Share Units Weighted Average Grant Date Fair Value Per Share Unit Outstanding – December 31, 2020 5,441,475 $21.27 Granted 2,224,913 56.41 Vested (1,661,752) 18.92 Forfeited (543,017) 29.70 Outstanding – December 31, 2021 5,461,619 $33.65 Granted 7,051,349 25.78 Vested (2,209,501) 33.51 Forfeited (1,829,624) 30.67 Outstanding – December 31, 2022 8,473,843 $19.90 Granted 6,306,879 27.30 Vested (3,363,291) 28.00 Forfeited (1,391,824) 29.48 Outstanding – December 31, 2023 10,025,607 28.31 As of December 31, 2023, 2022 and 2021, the fair value of share units vested was $91,364, $50,808 and $77,480, respectively. As of December 31, 2023, 2022 and 2021, there was $232,140, $192,616 and $150,324, respectively, of total unrecognized compensation costs related to RSU and PSU grants that are expected to be recognized over a weighted-average period of 2.8 years, 3.0 years and 2.8 years, respectively. The excess tax benefit of shares vested was $2,913, $2,058 and $10,589 for the years ended December 31, 2023, 2022 and 2021, respectively. In connection with the vesting of shares, the Company reacquired 1,357,468 shares for $36,707, 925,179 shares for $21,404 and 737,715 shares for $34,503 during the years ended December 31, 2023, 2022 and 2021, 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, and subsequently modified on August 24, 2020, the Company granted its CEO 4,460,858 shares of Class B common stock (the “CEO Stock Grant Agreement”) that contained a provision that required either (1) a Liquidation Event (other than a liquidation, dissolution or winding up of the Company) as defined by the CEO Stock Grant Agreement or (2) an IPO, as defined by the CEO Stock Grant Agreement, before August 22, 2021 or the shares would be forfeited. 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 CEO Stock Grant Agreement. As a result, the Company recorded stock-based compensation expense of $229,288 in general and administrative expenses in the consolidated statement 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 years ended December 31, 2023, 2022 and 2021, the Company recorded compensation expense of $19,530, $31,008 and $24,776, respectively, 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 statements of operations was as follows: Years Ended December 31, 2023 2022 2021 Cost of revenue $ 5,536 $ 3,414 $ 1,545 Research and product development 54,806 42,237 33,030 Marketing and sales 10,856 8,696 5,929 General and administrative 36,551 48,186 267,420 Total stock-based compensation $ 107,749 $ 102,533 $ 307,924 The amount above excludes $3,940, $980 and $380 of stock compensation capitalized as property and equipment, net, for the years ended December 31, 2023, 2022 and 2021, respectively. The tax benefit associated with stock-based compensation was $22,175, $17,126 and $19,135, which was entirely offset by the Company’s valuation allowance, for the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2022, certain RSUs were modified to allow for accelerated vesting. During the year ended December 31, 2022, the Company recorded stock-based compensation expense of $5,941 related to the modified awards. 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, 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 Granted — Forfeited and expired 918,956 Reacquired to satisfy employee tax withholding obligations 858,117 Balance as of December 31, 2022 7,827,449 Granted — Forfeited and expired 118,514 Reacquired to satisfy employee tax withholding obligations 378,180 Balance as of December 31, 2023 8,324,143 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 Granted (1,059,772) Forfeited 47,342 Balance as of December 31, 2021 18,237,570 Granted (7,051,349) Forfeited 951,357 Reacquired to satisfy employee tax withholding obligations 67,062 Additional authorized shares 6,958,569 Balance as of December 31, 2022 19,163,209 Granted (6,306,879) Forfeited 1,273,808 Reacquired to satisfy employee tax withholding obligations 979,288 Additional authorized shares 6,779,964 Balance as of December 31, 2023 21,889,390 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. Accordingly, the Company increased the authorized shares available for issuance by 6,779,964 on January 1, 2023. |