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 the 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 36,290,381 shares of common stock as of June 30, 2022. Shares issued pursuant to the exercise of these awards are transferable by the holder. 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 six months ended June 30, 2022 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2022 12,434,159 $ 7.19 7.64 $ 909,494 Exercised (1,437,868) 5.95 Forfeited or cancelled (318,028) 8.35 Outstanding at June 30, 2022 10,678,263 7.32 7.16 363,517 Vested and exercisable at June 30, 2022 6,423,844 6.22 6.86 225,708 Vested and unvested expected to vest at June 30, 2022 9,669,916 $ 7.03 7.10 $ 332,012 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 six months ended June 30, 2022 and 2021 was $70,497 and $48,516, respectively. No options were granted during the six months ended June 30, 2022 and 2021. The aggregate estimated fair value of stock options granted to participants that vested during the six months ended June 30, 2022 and 2021 was $9,169 and $9,275, respectively. As of June 30, 2022, there was $22,722 of unrecognized stock-based compensation related to outstanding stock options granted that is expected to be recognized over a weighted-average period of 2 years. RSUs RSUs granted vest over four years. RSU activity for the six months ended June 30, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 3,334,137 $ 45.74 Granted 1,444,227 51.40 Vested (813,834) 41.43 Forfeited or cancelled (218,233) 47.22 Unvested balance at June 30, 2022 3,746,297 48.77 Vested and expected to vest at June 30, 2022 2,358,652 $ 49.15 As of June 30, 2022, there was $104,989 of unrecognized stock-based compensation related to outstanding RSUs granted that is expected to be recognized over a weighted-average period of 3.07 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. PRSU activity for the six months ended June 30, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 578,949 $ 48.04 Granted 436,387 60.72 Vested (185,030) 48.33 Forfeited or cancelled (30,497) 41.24 Adjusted by performance factor (89,769) 41.24 Unvested balance at June 30, 2022 710,040 $ 56.94 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 June 30, 2022, the Company determined that it was probable that the Long Term Incentive Plan (“LTIP”) PRSUs granted to certain executives of the Company with respect to the Company’s 2022 financial performance and the other PRSU awards would vest, resulting in $11,207 of unrecognized stock-based compensation that is expected to be recognized over a weighted-average period of 1.36 years. LTIP PRSUs The Company grants LTIP PRSUs to certain executives of the Company during the first fiscal quarter. A percentage of the LTIP PRSUs will become eligible to vest based on the Company’s financial performance level at the end of each fiscal year. The financial performance level is determined as the percentage equal to the sum of the revenue growth percentage and profitability percentage. The number of LTIP PRSUs received will depend on the achievement of financial metrics relative to the approved performance targets. Depending on the actual financial metrics achieved relative to the target financial metrics throughout the defined performance period of the award, the number of LTIP PRSUs that vest could range from 0% to 200% of the target amount, and are subject to the Board of Director’s approval of the level of achievement against the approved performance targets. Assuming the minimum performance target is achieved, one-third of the aggregate number of the LTIP PRSUs shall vest on the later of (i) March 1 or (ii) two trading days following the public release of the Company’s 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. On February 24, 2022, the financial performance of the LTIP PRSUs granted in 2021 was determined to be achieved at 155% of the target amount. This resulted in a performance factor reduction of 89,769 shares from the original maximum shares achievable of 398,949. On March 1, 2022, the Company granted an LTIP PRSU award with a maximum shares achievable of 436,387, subject to the above actual financial metrics achieved relative to the target financial metrics for fiscal year 2022. 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. On May 24, 2022, the financial performance of one of the Company’s other PRSUs was determined to be achieved at 100% of the target amount due to a successful product launch. On June 1, 2022, all 60,000 shares were fully vested. MRSUs On July 27, 2021, the Company’s Board of Directors granted a market-based restricted stock unit (“MRSU”) award for 3,000,000 shares of the Company’s common stock to the Company’s Chief Executive Officer, Yancey Spruill, which will vest upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals, as described below. The MRSU, which has a grant date fair value of $75,300 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 To the extent earned based on the stock price targets set forth above, the MRSU 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. MRSU activity for the six months ended June 30, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 3,000,000 $ 25.12 Granted — — Unvested balance at June 30, 2022 3,000,000 $ 25.12 As of June 30, 2022, there was $59,203 of unrecognized stock-based compensation related to the MRSUs granted that is expected to be recognized over a weighted-average period of 3.96 years. ESPP In March 2021, the Company’s Board of Directors adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (“ESPP”). Eligible employees enroll in the offering period at the start of each purchase period, whereby they may purchase a number of shares at a price per share equal to 85% of the lesser of (1) the stock price at the employee’s first participation in the offering period or (2) the fair market value of the Company’s common stock on the purchase date. After the end of an offering period, a new offering will automatically begin on the date that immediately follows the conclusion of the preceding offering. The ESPP provides for the grant of up to an aggregate of 3,272,076 shares of common stock as of June 30, 2022. 2021 Offering The initial offering period commenced on the IPO date and consisted of two purchase periods, the first of which had a purchase date of November 19, 2021 and the second and final purchase period had a purchase date of May 20, 2022 (the “2021 Offering”). In connection with the purchase period that ended on November 19, 2021, there were 117,996 shares of common stock, net of shares withheld for taxes, purchased by employees at a price of $39.95. In connection with the purchase period that ended on May 20, 2022, there were 144,867 shares of common stock, net of shares withheld for taxes, purchased by employees at a price of $36.26. 2022 Offering A new offering period commenced on May 23, 2022 and will consist of two purchase periods, the first of which will have a purchase date of November 18, 2022 and the second and final purchase will have a purchase date of May 19, 2023 (the “2022 Offering”). As of June 30, 2022, 3,009,213 shares of common stock remain available for issuance under the ESPP. During the three and six months ended June 30, 2022, the Company recorded stock-based compensation associated with the ESPP of $1,178 and $2,539, respectively, and $1,922 for the three and six months ended June 30, 2021. As of June 30, 2022, $930 has been withheld on behalf of employees. Restricted Shares In connection with the acquisition of Nimbella, the Company 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. Total stock-based compensation for the three and six months ended June 30, 2022 was $1,053 and $2,106, respectively. No stock-based compensation was recorded for the three and six months ended June 30, 2021. As of June 30, 2022, there was $9,142 of unrecognized stock-based compensation related to outstanding restricted shares granted that is expected to be recognized over a weighted-average period of 2.20 years. Stock-Based Compensation Stock-based compensation was included in the Condensed Consolidated Statements of Operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 481 $ 405 $ 913 $ 601 Research and development 10,661 5,059 20,381 7,695 Sales and marketing 3,851 1,902 7,197 3,039 General and administrative 13,190 4,835 25,673 7,490 Total $ 28,183 $ 12,201 $ 54,164 $ 18,825 |