Common Stock and Stockholders' Equity | Common Stock and Stockholders’ Equity Equity Incentive Plans The Company has two equity incentive plans: the 2010 Stock Plan (the “2010 Plan”) and the 2019 Equity Incentive Plan (the “2019 Plan”, collectively the “Stock Plans”). Upon completion of the Company’s initial public offering (“IPO”) in April 2019, the Company ceased granting awards under the 2010 Plan, and all shares that remained available for future issuance under the 2010 Plan at that time were transferred to the 2019 Plan. The 2019 Plan superseded and replaced the 2010 Plan. As of April 30, 2022 and January 31, 2022, the Company was authorized to grant up to 27,895,454 shares and 23,343,378 shares of common stock, respectively, under the Stock Plans. The Company currently uses authorized and unissued shares to satisfy stock award exercises and settlement of RSUs and PSUs. As of April 30, 2022 and January 31, 2022, there were 14,086,882 shares and 14,185,048 shares available for future issuance under the Stock Plans, respectively. Shares of common stock reserved for future issuance are as follows: April 30, 2022 Outstanding stock options and unvested RSUs and PSUs 18,081,165 Available for future stock option, RSU, and PSU grants 14,086,882 Available for ESPP 3,466,655 Total common stock reserved at April 30, 2022 35,634,702 Stock Option Activity Stock option activity is as follows: Number of Weighted Weighted Aggregate (in thousands) Outstanding at January 31, 2022 8,375,866 $ 9.28 6.1 years $ 198,828 Granted 24,882 $ 34.22 Exercised (745,764) $ 5.10 Canceled (38,747) $ 12.65 Outstanding at April 30, 2022 7,616,237 $ 9.76 6.0 years $ 126,616 Vested as of April 30, 2022 6,238,896 $ 7.61 5.6 years $ 117,088 The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options on the date of grant. The Company accounts for forfeitures as they occur. The following assumptions were used to calculate the fair value of employee stock option grants made during the periods: Three Months Ended April 30, 2022 2021 Expected dividend yield — % — % Expected volatility 47.1 % 43.8% Expected term (years) 6.1 6.1 Risk-free interest rate 2.50% 1.16% Stock options granted during the three months ended April 30, 2022 and 2021 had a weighted average grant date fair value of $16.46 and $17.80 per share, respectively. The aggregate intrinsic value of stock options exercised during the three months ended April 30, 2022 and 2021 was $21.3 million and $20.5 million, respectively. The intrinsic value for options exercised is the difference between the market value of the stock and the exercise price of the stock option at the date of exercise. As of April 30, 2022, there was approximately $15.7 million of total unrecognized compensation cost related to unvested stock options granted under the Stock Plans, which will be recognized over a weighted average period of 2.1 years. Restricted Stock Units A summary of the Company’s RSU activity and related information is as follows: Number of RSUs Weighted Outstanding at January 31, 2022 6,028,201 $ 34.77 Granted 3,802,945 $ 34.22 Vested (226,103) $ 30.15 Forfeited or canceled (501,123) $ 33.05 Outstanding at April 30, 2022 9,103,920 $ 34.75 The fair value of RSUs is based on the fair value of the underlying shares on the date of grant. The Company accounts for forfeitures as they occur. As of April 30, 2022, there was $293.9 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 3.2 years based on vesting under the award service conditions. Performance Stock Units On March 8, 2022, the Compensation Committee of the Board certified the results of PagerDuty’s operating plan for the fiscal year ended January 31, 2022. Based on the results, the PSUs granted in April 2021 (“2021 PSU Awards”) were earned at an attainment of 129%. A summary of the Company’s PSU activity and related information is as follows: Number of PSUs Weighted Outstanding at January 31, 2021 117,701 $ 41.17 Granted 629,830 $ 34.22 Vested (27,280) $ 41.17 Forfeited or canceled (23,405) $ 41.17 Performance adjustment for 2021 PSU Awards 34,332 $ 41.17 Outstanding at April 30, 2022 731,178 $ 35.18 The Company grants PSUs to certain employees of the Company for which the ultimate number of units that will vest are determined based on the achievement of performance at the end of the stated performance period. The performance condition is based on the level of achievement of a Company target related to PagerDuty’s operating plan. The PSUs vest over a three-year period, subject to continuous service with the Company. The number of shares of the Company’s stock that will vest based on the performance condition can range from 0% to 200% of the target amount. Compensation expense for PSUs with performance conditions is measured using the fair value at the date of grant and recorded over the vesting period under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against the performance condition. During the three months ended April 30, 2022 and 2021, the Company recorded stock-based compensation expense for the number of PSUs considered probable of vesting based on the expected attainment of the performance targets. As of April 30, 2022, total unrecognized stock-based compensation cost related to PSUs was $22.3 million. This unrecognized stock-based compensation cost is expected to be recognized using the accelerated attribution method over a weighted-average period of approximately 1.7 years. Employee Stock Purchase Plan In April 2019, the Board of Directors adopted and approved the 2019 ESPP, which became effective on April 11, 2019. The ESPP generally provides for 24-month offering periods beginning June 15 and December 15 of each year, with each offering period consisting of four six-month purchase periods. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s stock as of the beginning of the offering period or (2) the fair market value of the Company’s stock on the purchase date, as defined in the ESPP. During the three months ended April 30, 2022 and 2021, the Company recognized $1.1 million and $1.8 million of stock-based compensation expense related to the ESPP, respectively. During the three months ended April 30, 2022 and 2021, the Company withheld $5.7 million and $3.0 million in contributions from employees, respectively. There were no purchases related to the ESPP during the three months ended April 30, 2022 and 2021. Stock-Based Compensation Stock-based compensation expense included in the Company’s condensed consolidated statements of operations is as follows: Three Months Ended April 30, 2022 2021 (in thousands) Cost of revenue $ 1,224 $ 676 Research and development 8,675 4,440 Sales and marketing 6,381 3,954 General and administrative 8,629 4,542 Total $ 24,909 $ 13,612 |