Stock-Based Compensation | NOTE 9. STOCK-BASED COMPENSATION Employee Stock Purchase Plan The Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s Board of Directors on October 8, 2021. The 2021 Plan was adopted by the Company’s stockholders on October 19, 2021 and became effective on the date prior to the date of the effectiveness of the registration statement on Form S-1 filed by the Company. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 1,329,040 shares of the Company’s common stock at 85 % of the market price at the lesser of the date the purchase right is granted or exercisable. The Company currently holds offerings consisting of six month periods commencing on January 1 and July 1 of each calendar year, with a single purchase date at the end of the purchase period on June 30 and December 31 of each calendar year. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by the lesser of 1 % of all classes of the Company’s common stock outstanding on the immediately preceding December 31, or such smaller number of shares as determined by the Company’s Board or the committee. On January 1, 2023, the number of shares reserved and available for issuance for the ESPP was increased by 777,705 shares. As of March 31, 2023 , 2,832,250 shares remained available for issuance. Eligible employees can contribute up to 15 % of their gross base earnings for purchases under the ESPP through regular payroll deductions. Purchase of shares under the ESPP is limited for each employee at $ 25,000 worth of the Company’s shares of common stock (determined using the lesser of (i) the market price of a share of common stock on the first day of an applicable purchase period and (ii) the market price of a share of common stock on the purchase date) for each calendar year in which a purchase right is outstanding. The Company did no t issue any shares upon exercise of purchase rights during the three months ended March 31, 2023 and 2022. The Company recognizes compensation expense on a straight-line basis over the service period. During the three months ended March 31, 2023 and 2022, the Company recognized $ 122 and $ 0 , respectively, of compensation expense related to the ESPP. Below are the assumptions used for the three months ended March 31, 2023 in determining the fair value of shares under the ESPP. There was no offering period during the three months ended March 31, 2022. Three Months Ended March 31, 2023 Expected volatility 60.33 % Expected dividends — Expected term (in years) 0.50 Discount rate 15.00 % Risk-free rate 4.77 % 2021 Incentive Award Plan The 2021 Incentive Award Plan (“2021 Plan”) was adopted by the Company’s Board of Directors on October 8, 2021. The 2021 Plan was adopted by the Company’s stockholders on October 19, 2021 and became effective on the date prior to the date of the effectiveness of the registration statement on Form S-1 filed by the Company. The 2021 Plan authorizes the Company to issue an initial aggregate maximum number of shares of common stock equal to (i) 7,641,979 shares plus (ii) a number of shares that are available for issuance under the 2011 Plan plus (iii) any shares that are subject to 2011 Plan that become available for issuance (via expiration, forfeitures, etc.) plus (iv) an increase commencing on January 1, 2022 and continuing annually on the anniversary thereof through January 1, 2031, equal to the lesser of (a) 5 % of the shares of all classes of the Company’s common stock outstanding on the last day of the immediately preceding calendar year or (b) such smaller number of shares as determined by the Company’s Board or the committee. On January 1, 2023, the number of shares reserved and available for issuance for the 2021 Plan was increased by 3,888,529 shares. As of March 31, 2023 , the Company had reserved 13,497,048 shares of common stock for future grants. Stock Options During the three months ended March 31, 2023 , the Company granted certain contractors of the Company an aggregate of 225,000 time-based options at a weighted average strike price of $ 18.33 During the three months ended March 31, 2022 , the Company granted certain officers and contractors of the Company an aggregate of 154,500 time-based options at a weighted average strike price of $ 15.05 . The Company received cash in the amount o f $ 1,622 an d $ 12 from the exercise of stock options for the three months ended March 31, 2023 and 2022, respectively. The tax benefit from equity options exercised w as $ 376 and $ 3 f or the three months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023 and 2022, the Company recognized $ 1,756 and $ 2,014 , respectively, of compensation expense related to stock options. Stock-based compensation expenses are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The following summarizes the Company’s stock option plan and the activity for the three months ended March 31, 2023. Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding, December 31, 2022 6,538,536 $ 10.02 7.36 Granted 225,000 18.33 Exercised or released ( 223,785 ) 7.25 Forfeited or expired ( 15,968 ) 16.51 Outstanding, March 31, 2023 6,523,783 $ 10.38 7.19 Exercisable, March 31, 2023 3,950,421 $ 7.54 6.56 Vested and expected to vest at March 31, 2023 6,514,442 $ 10.37 7.19 The aggregate intrinsic value of the options outstanding as of March 31, 2023 is $ 43,972 . The aggregate intrinsic value of exercisable options as of March 31, 2023 is $ 37,648 . The aggregate intrinsic value of options exercised during the three months ended March 31, 2023 is $ 2,557 . The weighted average fair value of options granted during the three months ended March 31, 2023 and 2022 was $ 11.79 and $ 8.25 , respectively, on the dates of grant. As of March 31, 2023, there was approximately $ 19,102 total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over a weighted average period of 2.72 years. Below are the assumptions used for the three months ended March 31, 2023 and 2022 in determining the fair value of each option award: Three Months Ended March 31, 2023 2022 Expected volatility 66.20 % 57.00 % Expected dividends — — Expected term (in years) 6.25 6.25 Risk-free rate 4.11 % 1.69 % Restricted Stock Units Restricted Stock Units (“RSUs”) granted under the 2021 Plan have a ten-year contractual term and typically vest over a three or four-year period, contingent upo n continued service with the Company. During the three months ended March 31, 2023 , 458,970 RSUs were granted to certain officers and employees of the Company. During the three months ended March 31, 2022, no RSUs were granted. All RSUs granted in 2023 were time-based awards. RSU activity under the 2021 Plan is as follows for the three months ended March 31, 2023: Restricted Stock Units Weighted-Average Fair Value Outstanding, December 31, 2022 964,054 $ 17.74 Granted 458,970 17.88 Vested ― ― Forfeited or expired ( 2,889 ) 17.82 Outstanding, March 31, 2023 1,420,135 $ 17.79 Vested and expected to vest at March 31, 2023 1,401,121 $ 17.78 During the three months ended March 31, 2023 and 2022, the Company recogni zed $ 1,426 a nd $ 108 , respectively, of compensation expense related to RSUs. Stock-based compensation expenses are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. As of March 31, 2023 , there was approximately $ 22,109 total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted average period of 3.59 years. |