Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plan In March 2021, the Company’s board of directors adopted, and the stockholders approved, the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan is a successor to and continuation of the 2013 Stock Plan. The 2021 Equity Incentive Plan became effective on the date of the IPO with no further grants being made under the 2013 Stock Plan, however, awards outstanding under our 2013 Stock Plan will continue to be governed by their existing terms. The 2021 Equity Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units awards (“RSUs”), performance awards, and other awards to employees, directors, and consultants up to an aggregate of 30,930,000 shares of common stock. Shares issued pursuant to the exercise of these awards are transferable by the holder. Amounts paid by economic interest holders in excess of fair value are recorded as stock-based compensation (see Note 12). Stock Options Stock options granted have a maximum term of ten years from the grant date, are exercisable upon vesting and vest over a period of four years. Stock option activity for the nine months ended September 30, 2021 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2021 16,933,494 $ 6.73 8.44 $ 596,767 Exercised (2,712,070) 4.48 Forfeited or cancelled (770,247) 7.90 Outstanding at September 30, 2021 13,451,177 7.12 7.85 948,468 Vested and exercisable at September 30, 2021 6,276,930 5.51 7.36 452,710 Vested and unvested expected to vest at September 30, 2021 11,285,444 $ 6.71 7.74 $ 800,370 The aggregate intrinsic value represents the difference between the fair value of common stock and the exercise price of outstanding in-the-money options. The aggregate intrinsic value of exercised options for the nine months ended September 30, 2021 and 2020 was $98,724 and $10,970, respectively. The weighted-average grant date fair value of options granted to participants during the nine months ended September 30, 2020 was $3.28 per share. No options were granted during the nine months ended September 30, 2021. The aggregate estimated fair value of stock options granted to participants that vested during the nine months ended September 30, 2021 and 2020 was $15,402 and $7,161, respectively. As of September 30, 2021, there was $30,659 of unrecognized stock-based compensation expense related to outstanding stock options granted that is expected to be recognized over a weighted-average period of 2.66 years. RSUs RSUs granted vest over four years. RSU activity for the nine months ended September 30, 2021 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2021 413,750 $ 13.69 Granted 2,952,505 44.72 Vested (117,480) 18.37 Forfeited or cancelled (144,408) 42.31 Unvested balance at September 30, 2021 3,104,367 41.70 Vested and expected to vest at September 30, 2021 1,862,476 $ 42.30 As of September 30, 2021, there was $67,283 of unrecognized stock-based compensation expense related to outstanding RSUs granted that is expected to be recognized over a weighted-average period of 3.36 years. PRSUs The Company issued performance-based restricted stock units (“PRSUs”) which will vest based on the achievement of each award’s established performance targets. Shares Weighted-Average Fair Value Unvested balance at January 1, 2021 — $ — Granted 578,949 48.04 Unvested balance at September 30, 2021 578,949 $ 48.04 At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of the below specified performance metrics. The cumulative effect on current and prior periods of a change in the estimated number of PRSUs that are expected to be earned during the performance period will be recognized as an adjustment to earnings in the period of the revision. Compensation cost in connection with the probable number of shares that will vest will be recognized using the accelerated attribution method. As of September 30, 2021, the Company determined that it was probable that the LTIP PRSUs (defined below) and the other PRSU awards would vest, resulting in $12,414 of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.1 years. LTIP PRSUs On June 10, 2021, the Company granted PRSUs to certain executives of the Company (“LTIP PRSUs”). A percentage of the PRSUs will become eligible to vest based on the Company’s financial performance level for fiscal year 2021 (the “Performance Period”). The financial performance level is determined as the percentage equal to the sum of the revenue growth percentage (percentage increase in revenue from fiscal year 2020 to fiscal year 2021) and profitability percentage (adjusted EBITDA margin minus capital expenditures as a percentage of revenue). Capital expenditures includes purchases of intangible assets, seller financed equipment purchases and acquisition of property and equipment from capital leases. Assuming the minimum performance target is achieved, one-third of the aggregate number of LTIP PRSUs shall vest in 2022 on the later of (i) March 1, 2022 or (ii) two trading days following the public release of the Company’s 2021 financial results, and the remainder shall vest in eight equal quarterly installments subject, in each case, to the individual’s continuous service through the applicable vesting date. Other PRSUs In addition to the above awards, certain other PRSUs have been awarded subject to other various performance measures including the achievement of revenue targets and product launches. MRSUs On July 27, 2021, the board of directors of the Company granted a market-based restricted stock unit (“MRSU”) award to the Company’s Chief Executive Officer, Yancey Spruill (the “CEO Performance Award”). The CEO Performance Award consists of an MRSU award under the Company’s 2021 Equity Incentive Plan for 3,000,000 shares of the Company’s common stock and will vest upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals, as described below. The CEO Performance Award will be earned based on the Company’s stock price performance over a seven-year period beginning on the date of grant. The CEO Performance Award, which is estimated to have a grant date fair value of approximately $75.3 million derived by using a discrete model based on multiple stock price-paths developed through the use of a Monte Carlo simulation, is divided into five tranches that will be earned based on the achievement of stock price goals, measured based on the average of the Company’s closing stock price over a consecutive ninety (90) trading day period during the performance period as set forth in the table below. Tranche Company Stock Price Target Number of Eligible MRSUs 1 $93.50 475,000 2 $140.00 575,000 3 $187.00 650,000 4 $233.50 650,000 5 $280.50 650,000 If the average stock price over a consecutive ninety (90) trading day period fails to reach $93.50 during the performance period, no portion of the CEO Performance Award will be earned. To the extent earned based on the stock price targets set forth above, the CEO Performance Award will vest over a seven-year period beginning on the date of grant in annual amounts equal to 14%, 14%, 14%, 14%, 14%, 15% and 15%, respectively, on each anniversary of the date of grant. As of September 30, 2021, there was $72,215 of unrecognized stock-based compensation expense related to the MRSUs granted that is expected to be recognized over a weighted-average period of 4.61 years. Employee Stock Purchase Plan In March 2021, the Company’s board of directors adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on the date of the Final Prospectus. The ESPP initially reserved and authorized the issuance of up to a total of 2,200,000 shares of common stock to participating employees. The initial offering and purchase period under the ESPP commenced on the IPO date with the first purchase date to be November 19, 2021. As of September 30, 2021, 2,200,000 shares of common stock remain available for issuance under the ESPP. The initial enrollment period began on the date of the IPO and ended on April 3, 2021. On the November 19, 2021 purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the $47.00 initial public offering price of the Company’s common stock or (2) the fair market value of the Company’s common stock on the purchase date. During the three and nine months ended September 30, 2021, the Company recorded $186 and $2,108, respectively, of stock based compensation related to the ESPP. As of September 30, 2021, $4,025 has been withheld on behalf of employees and there were no purchases related to the ESPP. Restricted Shares In connection with our acquisition of Nimbella, we issued 200,204 shares of restricted stock for $63.11 per share for a total value of $12,635 to the founders of Nimbella. These shares vest equally on March 1, 2023 and September 1, 2024 and are expensed on a straight line basis over 36 months. The restricted stock is subject to forfeiture and dependent upon each founder’s continuous service on the vesting date. As of September 30, 2021, there was $12,289 of unrecognized stock-based compensation expense related to outstanding restricted shares granted that is expected to be recognized over a weighted-average period of 2.96 years. Stock-Based Compensation Stock-based compensation was included in the Condensed Consolidated Statements of Operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 196 $ 302 $ 797 $ 394 Research and development 6,099 2,950 13,794 5,983 Sales and marketing 2,582 470 5,621 1,149 General and administrative 9,678 9,004 17,168 17,339 Total $ 18,555 $ 12,726 $ 37,380 $ 24,865 Stock-based compensation related to secondary sales of common stock by certain current and former employees for the three and nine months ended September 30, 2020 was $10,203 and $18,343, respectively. There were no such expenses recorded for the three and nine months ended September 30, 2021. |