Stock-Based Compensation | 1 3 . Stock-Based Compensation As of December 31, 2020, the Company had an active stock-based incentive compensation plan, an employee stock purchase plan and an equity inducement plan: the 2015 Equity Incentive Award Plan (as amended and restated, the “2015 Plan”), the 2015 Employee Stock Purchase Plan (as amended and restated, the “ESPP”), and the 2018 Equity Inducement Award Program (the “2018 Plan”), respectively. All new equity compensation grants are issued under these three plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans. The 2015 Plan and the 2018 Plan provide for the grant of stock and stock-based awards including stock options, restricted stock, stock units (including deferred stock units) and stock appreciation rights. Additionally, stock units may be issued as performance-based stock units to align stock compensation awards to the attainment of annual or long-term performance goals. As of December 31, 2020, there were 7.9 million shares available for grant under the 2015 Plan and 2018 Plan. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s consolidated statements of operations and comprehensive loss is classified as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 965 $ 2,645 $ 1,609 Research and development 2,288 3,910 2,681 Selling and marketing 1,091 1,365 736 General and administrative 18,461 11,525 9,143 Total stock-based compensation expense $ 22,805 $ 19,445 $ 14,169 Our stock-based compensation expense is based on the value of the portion of share-based payment awards that are ultimately expected to vest, assuming estimated forfeitures at the time of grant. Stock-based compensation relating to stock-based awards granted to consultants was insignificant for the years ended December 31, 2020, 2019 and 2018. Restricted Stock Units and Deferred Stock Units: The Company grants Restricted Stock Units, or RSUs, to its board of directors and employees for their services. Additionally, the Company grants Deferred Stock Units, or DSUs, to its board of directors at their election in lieu of retainer and committee service fees. The DSUs granted to board members are either fully vested upon issuance or vest over a period of time from the grant date and will be released and settled upon termination of the board member’s services, the occurrence of a change in control event, or the tenth anniversary of the grant date. The RSUs granted to employees and/or board members vest in equal annual or monthly installments over either two or three years from the grant date and are subject to the participants continuing service to the Company over that period. The weighted-average grant date fair value of RSUs granted in fiscal year 2020, 2019 and 2018 was $2.80 per share, $3.63 per share and $9.65 per share, respectively. A summary of the Company’s RSU activity and related information is as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2019 4,379,777 $ 5.14 RSUs granted 6,079,659 $ 2.80 RSUs vested (1,779,152 ) $ 5.69 RSUs cancelled or forfeited (633,885 ) $ 3.11 Unvested at December 31, 2020 8,046,399 $ 3.41 Vested and unreleased 177,007 Outstanding at December 31, 2020 8,223,406 The total grant date fair value of RSUs awarded was $17.0 million, $12.2 million and $17.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. The total grant date fair value of RSUs vested was $10.1 million, $6.0 million and $0.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. At December 31, 2020, total unrecognized stock-based compensation cost related to RSUs, net of estimated forfeitures, was $17.4 million, which is expected to be recognized over a weighted-average period of 1.9 years. As of December 31, 2020, 7.7 million shares of RSUs are expected to vest. Stock Options: Stock options awards are generally granted with an exercise price equal to the market price of our stock at the date of grant and with a four-years A summary of the Company’s stock option activity and related information is as follows: Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Options outstanding at December 31, 2019 11,165,846 $ 7.44 7.6 $ 1,907 Options granted 736,579 1.97 Options exercised (20,579 ) 0.72 Options cancelled or forfeited (3,739,498 ) 6.95 Options outstanding at December 31, 2020 8,142,348 $ 7.14 7.3 $ 2,638 Options exercisable at December 31, 2020 5,319,817 $ 7.20 6.8 $ 1,354 Options vested and expected to vest at December 31, 2020 7,875,294 $ 7.18 7.2 $ 2,438 The weighted-average grant date fair value of options granted to employees was $1.20, $4.67 and $4.89 per share for the years ended December 31, 2020, 2019 and 2018. The grant date fair value of options vested was $9.2 million, $14.4 million and $6.3 million, respectively, for the years ended December 31, 2020, 2019 and 2018, respectively. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was nil, $7.8 million and $17.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. At December 31, 2020, total unrecognized stock-based compensation cost related to stock options granted to employees, net of estimated forfeitures, was $10.1 million, which is expected to be recognized over a weighted-average period of 2.0 years. The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of complex and subjective variables. The variables used to calculate the fair value of stock options using the Black-Scholes option-pricing model include actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s common stock, the risk-free interest rate and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. The risk-free interest rate is based on the zero-coupon U.S. Treasury notes, with maturities similar to the expected term of the options. The Company has not paid and does not anticipate paying cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. During the fourth quarter of 2020, the Company began to determine volatility by solely using the Company’s own historical volatility measurements, since more than four years of historical data became available in the public market. Prior to the fourth quarter of 2020, the Company determined the volatility for stock options granted based on the average historical price volatility for the Company and industry peers over a period equivalent to the expected term of the stock options grants. The forfeiture rate of stock options is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures have been estimated by the Company based upon historical and expected forfeiture experience. The fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2020 2019 2018 Expected term (in years) 6.0 6.0 6.0 Expected volatility (%) 68.8% 60.7% 60.4% Risk-free interest rate (%) 0.7% 2.4% 2.8% Expected dividend yield (%) 0% 0% 0% Employee Stock Purchase Plan In July 2015, the Company adopted the Employee Stock Purchase Plan, or ESPP. Certain employees, as defined by the ESPP, are eligible to participate in the ESPP if employed by the Company for at least 20 hours per week during at least five months per calendar year. Participating employees may contribute up to the lesser of 15% of their eligible earnings or $30,000 during each offering period, provided that in no event shall a participating employee be permitted to purchase more than 3,000 shares of common stock during each offering period. During 2020, the first offering period provided to eligible employees was April 1, 2020 through June 30, 2020. Beginning July 1, 2020, the offering plan is six months and are expected to remain consistent going forward. The purchase price of common stock purchased under the ESPP is currently equal to 85% of the lesser of the fair market value of a share of common stock on: 1) the first trading day of an offering period and 2) the last trading of each offering period. At December 31, 2020 and 2019, 3.5 million shares and 2.7 million shares were reserved for issuance under the ESPP, respectively. No more than 3.5 million shares of common stock may be issued under the ESPP. As of December 31, 2020, 0.2 million shares have been issued under the ESPP and 3.3 million shares remained available for future issuance under the ESPP. Purchase rights granted under the ESPP are valued using the Black-Scholes pricing model. During 2020, the grant date for the two offering periods was April 1, 2020 and July 1, 2020. As such, the expected stock price volatility for the Company’s common stock for the ESPP purchase rights was estimated by taking the average historic price volatility of the Company industry peers based on daily price observations over a period equivalent to the expected term of the offering period. The expected term represents the period of time the ESPP purchase rights are expected to be outstanding and approximates the offering period. The latest offering period and related purchase was completed on December 31, 2020. As such, there was no unrecognized compensation cost related to the ESPP as of December 31, 2020. Total compensation expense was $0.1 million for the year ended December 31, 2020. There was no compensation expense related to the ESPP for the years ended December 31, 2019 or 2018. The fair value of each purchase right granted under the ESPP was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2020 2019 2018 Expected term (in years) 0.25 - 0.50 N/A N/A Expected volatility (%) 83.0% N/A N/A Risk-free interest rate (%) 0.09% - 0.17% N/A N/A Expected dividend yield (%) 0% N/A N/A |