Stockholders' Equity and Stock-Based Compensation | 8. Stockholders' Equity and Stock-Based Compensation Equity Compensation Plans In August 2021, the board of directors (the Board) adopted the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (ESPP), effective upon the IPO. Pursuant to the 2021 Plan, the Board may grant incentive stock options to purchase shares of the Company’s common stock, non-statutory stock options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock, RSUs, performance awards (PRSUs) and other awards. The ESPP enables eligible employees to purchase shares of the Company's Class A common stock. Both the 2021 Plan and ESPP include an automatic increase to their shares reserve on January 1 of each year as set forth in the respective plan documents. In August 2022, the Board adopted the 2022 Inducement Plan (the Inducement Plan) in accordance with Listing Rule 5635(c)(4) of the Nasdaq Stock Market. Under the Inducement Plan, nonstatutory stock options, stock appreciation rights, restricted stock, RSUs, PRSUs and other awards may be granted as an inducement material for eligible persons to enter into employment with the Company. Shares of common stock reserved for future issuance were as follows (in thousands): March 31, 2023 2011 Stock Plan: Options, RSUs and PRSUs outstanding 19,180 2021 Equity Incentive Plan: Options and RSUs outstanding 10,747 Shares reserved for future award issuances 66,768 2022 Inducement Plan: Options and RSUs outstanding 3,509 Shares reserved for future award issuances 6,491 2021 Employee Stock Purchase Plan 11,181 Total shares of common stock reserved for issuance 117,876 2021 Employee Stock Purchase Plan Under the ESPP, the price at which common stock is purchased is equal to 85% of the fair market value of a share of the Company’s common stock on the first day of the offering period or the applicable purchase date, whichever is lower. The fair market value of common stock will generally be the closing sales price on the determination date. The ESPP provides an offering period of 24 months, with four purchase periods that are generally six months long and end on May 15 and November 15 of each year, except for the first purchase period, which began upon the completion of the IPO in September 2021 and ended on May 13, 2022. The ESPP also includes a reset provision for the purchase price if the fair market value of a share of the Company's common stock on the first day of any purchase period is less than or equal to the fair market value of a share of the Company's common stock on the first day of an ongoing offering. If the reset provision is triggered, a new 24-month offering period begins. The reset provision under the ESPP was triggered on May 16, 2022, and again on November 16, 2022. Each triggering of the reset provision was considered a modification in accordance with ASC 718, Stock Based Compensation , with the modification charge recognized on a straight-line basis over the new offering period. The modification did not have a material effect on the Company's stock-based compensation expense during the three months ended March 31, 2023. During the three months ended March 31, 2023 and 2022, the Company recognized $2.0 million and $3.2 million of stock-based compensation expense related to the ESPP, respectively. Stock Options Stock options are generally granted with an exercise price equal to the stock’s fair market value at the date of grant, have a 10-year contractual term, and vest over a four-year period. Share Information: Number of Shares (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of December 31, 2022 2,758 $ 9.06 7.3 $ 15,595 Stock options exercised (19) $ 0.31 Stock options cancelled / forfeited / expired (3) $ 0.16 Balance as of March 31, 2023 2,736 $ 9.12 7.1 $ 17,062 Options vested and expected to vest as of March 31, 2023 2,736 $ 9.12 7.1 $ 17,062 Options exercisable as of March 31, 2023 920 $ 0.27 2.4 $ 13,884 (1) Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s common stock as of the end of the period, multiplied by the number of stock options outstanding, exercisable, or vested. Restricted Stock Units RSUs are granted at fair market value at the date of the grant and vest over a four-year period. RSU activity, which includes PRSUs, during the three months ended March 31, 2023 is as follows: Share Information: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands, except per share data) Unvested, as of December 31, 2022 32,253 $ 18.86 Granted 1,540 $ 14.54 Vested (1) (2,261) $ 17.23 Forfeited (832) $ 17.39 Unvested, as of March 31, 2023 30,700 $ 18.80 (1) During the three months ended March 31, 2023, total shares that vested were 2.3 million, of which 0.8 million were withheld for tax purposes. The total fair value of vested RSUs during the three months ended March 31, 2023 and 2022 was $39.0 million and $106.6 million, respectively. Performance-Based Awards In May 2019, the Board approved a grant of 166,390 shares of PRSUs to the Company’s Chief Executive Officer (CEO). The vesting of these PRSUs is contingent upon the satisfaction of certain milestones. The revenue-related milestone and the liquidity event condition were met prior to December 31, 2021. As of March 31, 2023, the time-based vesting was the only condition yet to be satisfied over the remaining requisite service period, and the number of shares to vest subject to this condition is insignificant. In September 2021, the Board approved a grant of 6,000,000 PRSUs to the Company's CEO with a time-based service condition beginning January 1, 2022, and a market condition involving five separate stock price targets ranging from $70.00 to $200.00 per share for each of the five vesting tranches (CEO Performance Award). These stock price targets will be measured based on the average closing price over a consecutive 60-trading day period, beginning on the first trading day after the expiration of the final lock-up period in February 2022. The vesting of the CEO Performance Award is contingent upon the completion of the requisite service through January 1, 2029 and the achievement of the specified stock price target in each tranche on or before January 1, 2029. The stock price targets are not required to be achieved within the service period of each tranche, and accordingly, multiple tranches can vest at the same date if the specified stock price targets are achieved after December 31, 2025. The CEO Performance Award had a total grant date fair value of $131.0 million. The fair value of the CEO Performance Award was determined at grant date by using the Monte Carlo simulation model, which requires certain complex valuation assumption inputs such as measurement period, expected stock price volatility, risk-free interest rate and dividend yield. The Company recognized stock-based compensation expense associated with PRSUs granted to the CEO of $6.9 million and $6.9 million for the three months ended March 31, 2023 and 2022, respectively. These expenses were recorded in general and administrative expenses in the condensed consolidated statements of operations. Stock-Based Compensation Total stock-based compensation expense recorded for the three months ended March 31, 2023 and 2022 was as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenue $ 1,696 $ 1,526 Research and development 8,979 8,309 Sales and marketing (1) 15,756 12,536 General and administrative (2) 24,263 24,254 Stock-based compensation, net of amounts capitalized 50,694 46,625 Capitalized stock-based compensation 514 — Total stock-based compensation expense $ 51,208 $ 46,625 (1) Sales and marketing expense for the three months ended March 31, 2023 includes $2.4 million of stock-based compensation expense related to RSUs, options and ESPP purchase rights granted to the President of the Company. (2) General and administrative expense includes $13.8 million and $13.8 million of stock-based compensation expense associated with RSUs and PRSUs primarily granted to the CEO in September 2021 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, unrecognized stock-based compensation expense related to unvested stock-based awards was as follows (in thousands, except for period data): March 31, 2023 Unrecognized Stock-Based Compensation Weighted-Average Period to Recognize Expense RSUs and PRSUs $ 491,190 2.9 Stock options 12,834 3.4 ESPP 10,027 1.0 Total unrecognized stock-based compensation expense $ 514,051 |