Stockholders' Equity | Stockholders' Equity Equity Incentive Plans The Company maintains four equity incentive plans: the 2019 Equity Incentive Plan (the “2019 Plan”), 2011 Equity Incentive Plan (“2011 Plan”), Employee Stock Purchase Plan and the Signal Sciences Corp. 2014 Stock Option and Grant Plan, as amended (the “Signal Plan”). The 2019 Plan became effective in May 2019 and replaced the 2011 Plan. The Company’s 2019 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock awards, performance-based stock awards (“PSUs”), and other forms of equity compensation, which are collectively referred to as stock awards to its employees, directors, and consultants. The Signal Plan includes 251,754 registered shares which can be exercised to purchase shares of Fastly’s common stock. As of September 30, 2023 and December 31, 2022, there were 9.7 million and 9.6 million shares of common stock available for issuance under the 2019 Plan, respectively. As of September 30, 2023 and December 31, 2022, 130.7 million and 124.3 million shares of common stock were issued and outstanding, respectively. Stock Options Options granted under the 2011 Plan and 2019 Plan are exercisable for common stock and generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. Forfeitures are recognized as they occur. The following table summarizes stock option activity during the nine months ended September 30, 2023: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2022 2,443 6.01 4.7 $ 7,674 Granted — — Exercised (265) 7.59 Cancelled/forfeited (44) 8.35 Outstanding at September 30, 2023 2,134 5.77 4.0 $ 28,657 Vested and exercisable at September 30, 2023 2,129 5.75 3.9 $ 28,627 During the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense from stock options of approximately $0.2 million and $1.9 million, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense from stock options of approximately $1.3 million and $5.1 million, respectively. Restricted Stock Units (“RSUs”) The Company began granting RSUs under the 2019 Plan during the fiscal year ended December 31, 2019. The fair value of RSUs is based on the grant date fair value and is expensed on a straight-line basis over the applicable vesting period. RSUs granted to new hires typically vest over three three The following table summarizes RSU activity during the nine months ended September 30, 2023: Number of Shares Weighted-Average (in thousands) Unvested RSUs as of December 31, 2022 11,990 $ 20.10 Granted 6,897 15.74 Vested (5,306) 19.01 Cancelled/forfeited (1,280) 22.61 Unvested RSUs as of September 30, 2023 12,301 $ 17.86 During the three months ended September 30, 2023 and 2022, the Company recognized stock-based compensation expense related to RSUs of $28.7 million and $27.8 million, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense related to RSUs of approximately $79.7 million and $72.9 million, respectively. Stock Subject to Revest (“Revest Shares”) In conjunction with a prior acquisition in fiscal 2020, a restriction was placed on 896,499 shares belonging to the three co-founders which are subject to revesting on a quarterly basis over a 2-year period. On January 24, 2022, the Company entered into an agreement with certain holders of restricted stock, who had sold their awards in advance of their vesting conditions, in order to return the proceeds associated with the remaining 224,124 unvested shares as of December 31, 2021. These stockholders are eligible to continue vesting under the original agreements as long as they have continued service as either an employee or consultant. On January 31, 2022, the Company received $10.7 million from these stockholders related to the settlement of the matter, which the Company classified as unrestricted cash on its condensed consolidated balance sheets. This amount was similarly returned to the holders in accordance with the vesting under the original agreements. Correspondingly, the Company reclassified the award from equity to liability as the award will now be settled for the fixed monetary amount received, rather than a release of the restrictions on shares. The modification did not result in any incremental expense to be recognized. In February 2022, one of the stockholders had a change in employment status and the Company accelerated the remaining stock-based compensation associated with his awards on his last day of service as an employee as his services under the modified arrangement were not substantive. For the three months ended September 30, 2022, the Company did not recognize any stock-based compensation expense associated with the modification of these awards. For the nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $5.6 million associated with the modification of these awards. For the three and nine months ended September 30, 2022, the Company recognized in total stock-based compensation expense related to revest shares of $7.3 million and $27.6 million, respectively. The Company did not recognize any stock-based compensation expense related to revest shares for the three and nine months ended September 30, 2023 as those awards were fully vested as of December 31, 2022. Performance-Based Restricted Stock Units (“PSUs”) Performance stock awards for executive officers (“Executive PSUs”) In February 2022, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2022. The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees' requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period. On March 29, 2023, May 4, 2023, and May 30, 2023, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2023. The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees' requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period. Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Nonvested PSUs as of December 31, 2022 267 $ 28.16 Granted 762 15.88 Vested (78) 28.16 Cancelled/forfeited (122) 28.16 Nonvested PSUs as of September 30, 2023 829 $ 16.87 For the three months ended September 30, 2023 and 2022, the Company recognized $1.5 million and $0.1 million of stock-based compensation expense associated with these awards, respectively. For the nine months ended September 30, 2023 and 2022, the Company recognized $3.2 million and $1.1 million of stock-based compensation expense associated with these awards, respectively. Company-wide Bonus Program (“Bonus Program”) On February 11, 2022, the Compensation Committee approved a company-wide bonus program, including performance targets, to most of the Company’s employees on active payroll in fiscal year 2022. Shares awarded under the program were paid out in February 2023 in fully vested RSUs and based on the final attainment of Company-wide performance targets which were tied to its operating plan for fiscal year 2022. The Company recognized stock-based compensation expense over the employees requisite service period, based on the final attainment of the Company-wide targets. In February 2023, the Company paid out the bonus liability associated with the 2022 in 1.2 million of restricted stock units, and correspondingly recorded a charge to additional paid-in-capital of $16.6 million. On March 29, 2023, the Compensation Committee approved a company-wide bonus program, including performance targets, for the current fiscal year to most of the Company’s employees on active payroll in fiscal year 2023. Shares awarded under the program will be in fully vested RSUs and will be based on the final attainment of Company-wide performance targets which are tied to its operating plan for fiscal year 2023. The payout of the 2023 Company-wide bonus program will vary linearly between 50%, 100% and 150% based on the achievement of these targets. Employees are required to be employed through the payout date to earn the awards. The Company has accounted for these awards as liability-based awards, since the monetary value of the obligation associated with the award is based predominantly on a fixed monetary amount known at inception, and it has an unconditional obligation that it must or may settle by issuing a variable number of its equity shares. The Company is recognizing the stock-based compensation expense over the employees requisite service period, based on the expected attainment of the Company-wide targets as of the end of each reporting period. During the three months ended September 30, 2023 and 2022, the Company recognized $6.6 million and $3.9 million, respectively, of stock-based compensation expense associated with the Bonus Programs, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized $15.6 million and $10.9 million, respectively, of stock-based compensation expense associated with the Bonus Programs. Market-Based Performance Stock Awards (“MPSUs”) In September 2022 and January 2023, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of MPSUs, which are to vest upon the satisfaction of the Company’s achievement of specified Fastly common stock price targets during the applicable performance period. In addition, the awards are subject to each recipient’s continuous service through each applicable vest dates. Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Nonvested MPSUs as of December 31, 2022 2,174 $ 6.80 Granted 87 7.25 Vested — — Cancelled/forfeited (100) 6.88 Nonvested MPSUs as of September 30, 2023 2,161 $ 6.81 Stock-based compensation expense relating to the MPSUs are recognized using the accelerated attribution method over the derived service period. During the three months ended September 30, 2023 and 2022, the Company recognized $1.5 million and $0.4 million stock-based compensation expense associated with these awards, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized $4.9 million and $0.4 million stock-based compensation expense associated with these awards, respectively. Employee Stock Purchase Program (“ESPP”) The ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their eligible compensation. The ESPP provides for six-month offering periods, commencing in May and November of each year. At the end of each offering period employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the date of purchase. During the three months ended September 30, 2023 and 2022 the Company recognized $0.8 million and $0.5 million in stock-based compensation expense related to the ESPP, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized $3.1 million and $2.3 million in stock-based compensation expense related to the ESPP, respectively. During the nine months ended September 30, 2023, 0.7 million shares of the Company’s common stock was purchased under the offering period that commenced on November 21, 2022. During the nine months ended September 30, 2022, 0.3 million shares of the Company’s common stock was purchased under the offering period that commenced on November 21, 2021. No shares of the Company’s common stock were purchased for either the three months ended September 30, 2023 or 2022. Equity Awards Modification In September 2023, as part of one employee's separation and transition plan, the Company modified this employee's outstanding equity awards in an amount that would have vested if this individual had remained an employee for an additional period of time. As a result of the modification, the Company recognized stock-based compensation expense of $0.4 million for the three and nine months ended September 30, 2023. During the three and nine months ended September 30, 2022, we modified the terms of awards to certain employees upon their change in employment status. As a result, we recorded incremental stock-based compensation expense in relation to these modifications of $3.0 million and $3.1 million in the three and nine months ended September 30, 2022, respectively. Stock-Based Compensation Expense The following table summarizes the components of total stock-based compensation expense included in the accompanying condensed consolidated statements of operations: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 (in thousands) Cost of revenue $ 2,860 $ 2,978 $ 8,378 $ 9,112 Research and development 12,122 14,488 35,808 46,966 Sales and marketing 9,061 10,920 25,643 31,198 General and administrative 11,670 10,992 31,027 27,102 Total stock-based compensation expense $ 35,713 $ 39,378 $ 100,856 $ 114,378 For the three months ended September 30, 2023 and 2022, the Company capitalized $3.7 million and $2.5 million of stock-based compensation expense, respectively. For the nine months ended September 30, 2023 and 2022, the Company capitalized $6.9 million and $6.0 million of stock-based compensation expense, respectively. For the three and nine months ended September 30, 2023, the Company recognized $6.6 million and $15.6 million of stock-based compensation expense associated with liability classified awards related to the company-wide Bonus Program, respectively. For the three and nine months ended September 30, 2022, the Company recognized $5.6 million and $21.5 million of stock-based compensation expense associated with liability classified awards related to the company-wide Bonus Program and certain of the Company’s Revest Shares that were modified, respectively. |