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. 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 typically vest over a period of four years. Stock option activity for the three months ended March 31, 2024 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2024 3,289,019 $ 9.43 4.17 $ 89,671 Exercised (823,221) 6.93 Forfeited or cancelled (16,712) 18.22 Outstanding at March 31, 2024 2,449,086 $ 10.18 4.85 $ 68,577 Vested and exercisable at March 31, 2024 2,256,650 9.60 4.70 64,502 Vested and unvested expected to vest at March 31, 2024 2,439,890 $ 10.15 4.84 $ 68,388 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 three months ended March 31, 2024 and 2023 was $24,426 and $21,037, respectively. No options were granted during the three months ended March 31, 2024 and 2023. The aggregate estimated fair value of stock options granted to participants that vested during the three months ended March 31, 2024 and 2023 was $2,020 and $3,836, respectively. As of March 31, 2024, there was $3,384 of unrecognized stock-based compensation related to outstanding stock options granted that is expected to be recognized over a weighted-average period of 0.63 years. RSUs RSUs granted typically vest over four years. RSU activity for the three months ended March 31, 2024 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2024 6,308,499 $ 36.07 Granted 1,432,970 38.86 Vested (501,216) 37.81 Forfeited or cancelled (585,633) 37.49 Unvested balance at March 31, 2024 6,654,620 36.40 Vested and expected to vest at March 31, 2024 5,177,654 $ 36.53 As of March 31, 2024, there was $174,375 of unrecognized stock-based compensation related to outstanding RSUs granted that is expected to be recognized over a weighted-average period of 2.97 years. PRSUs The Company has issued PRSUs which will vest based on the achievement of each award’s established performance targets. PRSU activity for the three months ended March 31, 2024 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2024 537,715 $ 35.25 Vested (84,311) 54.07 Forfeited or cancelled (98,833) 31.75 Adjusted by performance factor (305,948) 31.75 Unvested balance at March 31, 2024 48,623 $ 31.75 At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of 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. LTIP PRSUs The Company grants Long Term Incentive Plan (“LTIP”) PRSUs to certain executives of the Company typically during the first fiscal quarter of each fiscal year. 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 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 Compensation Committee’s approval of the level of achievement against the approved performance targets. Assuming the minimum performance level is achieved, one-third of the aggregate number of the achieved LTIP PRSUs shall vest on the later of (i) March 1 of the year after grant or (ii) two trading days following the public release of the Company’s financial results, and the remainder shall vest in 8 equal quarterly installments subject, in each case, to the individual’s continuous service through the applicable vesting date. On March 1, 2023, the Company granted an LTIP PRSU award (the “2023 LTIP PRSU”). The financial performance level under the PRSUs was the percentage equal to the sum of the revenue growth percentage and profitability percentage, which on February 21, 2024, was determined to be achieved at 38.5% of the target amount. This resulted in a performance factor reduction of 305,948 shares from the original maximum shares achievable of 378,882, excluding forfeitures. On April 11, 2024, the Company granted an LTIP PRSU award (the “2024 LTIP PRSU”). The financial performance level under the PRSUs can be attained based on the achievement of certain revenue and adjusted free cash flow margin targets. Under the 2024 LTIP PRSU, 75% of the award can be achieved based on the revenue targets and 25% of the award can be achieved based on the adjusted free cash flow margin targets. The target shares granted under the 2024 LTIP PRSU was 84,472. The actual number of shares that are received under the 2024 LTIP PRSU may be higher or lower than the target shares based on the actual financial metrics achieved relative to the target financial metrics for fiscal year 2024. There is $608 of unrecognized stock-based compensation that is expected to be recognized over a weighted-average period of 2 years in regards to the LTIP PRSUs. MRSUs On February 12, 2024, Padmanabhan Srinivasan joined the Company in the role of CEO. As part of his compensation package, Mr. Srinivasan received an MRSU with an estimated grant date fair value of approximately $8 million, which will vest upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals during a five-year performance period, as described below. A cumulative percentage of the MRSU target 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 60 trading day period during the performance period as set forth in the table below: Tranche Company Stock Price Target Total Payout 1 $65.00 25% of Target MRSUs 2 $100.00 50% of Target MRSUs 3 $135.00 100% of Target MRSUs 4 $170.00 150% of Target MRSUs The target number of achievable shares is 193,178 and the maximum number of achievable shares is 289,767. There will be no pro-rata or straight-line interpolation vesting for achievement of a stock price target between the stock price targets, except in the event of a qualifying termination. If the stock price targets are achieved during the first three years following the grant date (the “First Performance Period”), 50% of the MRSUs eligible to vest will vest on the third anniversary of the grant date and the remaining 50% of the eligible MRSUs will vest on the fifth anniversary of the grant date. Each tranche of MRSUs whose stock price target was not achieved during the First Performance Period that is subsequently achieved during the period between the third anniversary of the grant date and fifth anniversary of the grant date will vest on the fifth anniversary of the grant date. The unvested balance of 3,000,000 shares related to the former CEO’s MRSU were forfeited and canceled during the three months ended March 31, 2024. There was no unrecognized stock-based compensation related to the former CEO’s MRSU awards. As of March 31, 2024, there was $7,720 unrecognized stock-based compensation related to the MRSUs granted remaining to be recognized. 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. 2023 Offering A new offering period commenced on November 21, 2023, and consists of two purchase periods, the first of which will have a purchase date of May 20, 2024 and the second and final purchase will have a purchase date of November 20, 2024 (the “2023 Offering”). During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation associated with the ESPP of $463 and $625, respectively. As of March 31, 2024, $1,633 has been withheld on behalf of employees. Stock-Based Compensation Stock-based compensation was included in the Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, 2024 2023 Cost of revenue $ 522 $ 392 Research and development 9,386 9,590 Sales and marketing 3,781 3,332 General and administrative 9,188 14,280 Restructuring and other charges — 3,937 Total $ 22,877 $ 31,531 |