Equity incentive plans | Equity incentive plans Service-Based Awards —The Company’s 2010 Equity Incentive Plan (the “2010 Plan”), was approved by the Board of Directors of the Company on January 20, 2010, and provides for shares of the Company’s common stock to be granted to employees, directors, and consultants. The 2010 Plan provides for the granting of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”, collectively with ISOs, “Options”), SARs, restricted stock, and restricted stock units, and terminates automatically 10 years after the later of: (i) the date when the Board of Directors adopted the Plan; or (ii) the date when the Board of Directors approved the most recent increase in the number of Shares reserved. Option and SAR awards with service-based vesting conditions generally vest over a period of four years (together, the “Service-Based Awards”). The Company’s Board of Directors approved an amended and restated 2010 Equity Incentive Plan as of January 27, 2021. The amended and restated plan did not change the number of equity awards available for future grant. The Company’s Board of Directors approved an amended and restated 2010 Equity Incentive Plan as of September 28, 2021. The amended and restated plan authorized the issuance of 850,000 additional shares, for a total of 44,340,706. The Company adopted the 2021 Equity Incentive Plan (the "2021 Plan") and 2021 Employee Stock Purchase Plan (the "ESPP") in October 2021, which became effective on October 29, 2021 when the registration statement for the IPO was declared effective (collectively the 2021 Plan and the ESPP are referred to as the "Plans"). The 2021 Plan provides for the granting of incentive and nonstatutory stock options, RSUs and other equity awards. Upon the adoption of the Plans, 13,800,000 shares of the Company's common stock, plus certain automatic annual increases in the number of shares of the Company's common stock were reserved for future issuance under the 2021 Plan. 2,800,000 shares of the Company's common stock, plus certain automatic annual increases in the number of shares of the Company's common stock, were reserved for issuance under the ESPP. The following is a summary of activity for Service-Based Awards under the 2010 Plan (amounts in thousands, except share and per share amounts): Awards Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance - December 31, 2020 18,628,454 $ 5.13 8.54 $ 123,691 Granted 5,547,194 21.97 Exercised (2,312,423) 3.43 Canceled (934,801) 8.72 Balance - September 30, 2021 20,928,424 9.62 8.39 431,175 Vested & Expected to Vest as of September 30, 2021 20,928,424 9.62 8.39 431,175 Exercisable as of September 30, 2021 7,234,464 4.27 7.56 187,772 The weighted average grant date fair values of employee Service-Based Awards granted during the three and nine months ended September 30, 2021 was $16.39 and $16.01 per share, respectively. As of September 30, 2021, total compensation cost related to unvested Service-Based Awards not yet recognized was $108.5 million, which will be recognized over a weighted average period of 2.7 years. The Company estimates the fair value of stock-based compensation utilizing the Black-Scholes option-pricing model, which is dependent upon several variables, such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term. These amounts are estimates and, thus, may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite vesting period for each award. The grant date fair value was calculated using the Black-Scholes option pricing model, based on the following weighted average assumptions: Three and Nine Months Ended September 30, 2021 Risk-free interest rate 1.0 -1.2% Expected volatility 60.6 - 61.8% Expected life (in years) 6.0 Expected dividend yield — Performance-Based Awards —Under its 2010 Plan, the Company may grant share-based awards whose vesting is contingent on meeting various departmental or company-wide performance goals, such as the achievement of certain sales targets or an IPO event, in lieu of or in addition to a service-based vesting condition (“Performance-Based Awards”). Such awards are generally granted with an exercise price equal to the fair market value of the underlying common stock share on the date of grant and have a contractual term of 10 years. If vesting is dependent on satisfying a performance condition that is probable of being achieved, the Company estimates the expected term as the midpoint between the time at which the performance conditions are probable of being satisfied and the contractual term of the award. If vesting is dependent on satisfying a performance condition that is not probable of being achieved and the service period is not explicitly stated, the Company estimates the expected term as the contractual term. The remaining inputs to the Black-Scholes option pricing model used to determine grant date fair value, including risk-free interest, expected volatility, and expected dividend yield, are calculated using the same method as that used for Service-Based Awards. Grants for Performance-Based Awards are made out of the same pool of stock options available for future issuance under the 2010 Plan. Compensation expense for Performance-Based Awards is based on the grant date fair market value. The Company recognizes expense for Performance-Based Awards having either (a) multiple performance-based vesting conditions, or (b) performance and graded service-based vesting conditions, by separately attributing each vesting tranche of the award over the requisite service period applicable to each vesting condition. Management’s estimate of the number of shares expected to vest is based on the anticipated achievement of the specified performance goals. If the performance-based vesting condition is considered probable of being achieved, the Company recognizes expense over the remaining service period based on the probable outcome of achievement. If the performance goals are not met, no compensation cost is recognized, and any previously recognized compensation cost is reversed. For awards with both performance and service-based vesting conditions where the performance condition is considered improbable of being achieved, the Company does not recognize expense until the performance condition is satisfied, after which time expense is recognized over the requisite service period. The Company had two Performance-Based Awards outstanding as of December 31, 2020 and September 30, 2021. In 2018, the Company granted an award of 50,000 stock options that will become eligible to vest upon the closing of the Company’s IPO occurring prior to the sixth (6th) anniversary of the date the award was granted and subject to recipient’s continued service to the Company through the IPO closing date. Upon satisfaction of the IPO requirement, the options vest in 48 equal monthly installments thereafter, subject to the recipient continuing to provide service to the Company through each vesting date. In 2020, the Company modified the performance condition of the award to include a change in control event as defined in the Company’s 2010 Plan. Prior to and after the modification through the three and nine months ended September 30, 2021, management considered the performance-based vesting conditions were improbable of being satisfied, as neither the IPO nor the change in control events had occurred at the modification date. Upon the completion of the IPO on October 29, 2021, and the satisfaction of the related performance condition, the Company will recognize an immaterial amount of stock-based compensation expense. In 2020, the Company granted 350,000 stock options with performance-based vesting conditions, with 50% vesting when the Company achieves $230 million in annual recurring revenue (“ARR”) in Enterprise revenue, and the other 50% vesting when the Company achieves $330 million in ARR in Enterprise revenue. Management considered that both performance-based vesting conditions were probable of being satisfied during the performance period. As such, the Company began recognizing expense for each tranche of the award using the estimated time period by which the performance conditions are probable of being achieved. The following table summarizes the activities of Performance-Based Options under the 2010 Plan (amounts in thousands, except share and per share amounts): Awards Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance - December 31, 2020 400,000 $ 10.12 9.60 $ 660 Granted — — Exercised — — Canceled — — Balance - September 30, 2021 400,000 10.12 8.85 8,040 Vested & Expected to Vest as of September 30, 2021 350,000 11.13 9.14 6,682 Exercisable as of September 30, 2021 — — — — No Performance-Based Awards were granted during the nine months ended September 30, 2021. As of September 30, 2021, total compensation cost related to unvested Performance-Based Awards not yet recognized was $1.3 million, which will be recognized over a weighted average period of 1.0 year. Other Equity Transactions— During the first quarter of 2020, the Company facilitated a tender offer for certain eligible employees to sell 891,265 vested stock options and outstanding shares of common stock at a per share price of $11.22 per share. The Company recorded stock-based compensation of zero and $3.5 million during the three and nine months ended September 30, 2020, respectively, in its condensed consolidated statements of operations for the difference between the price paid and the fair value of the Company’s common stock on the date of the transaction. During the first quarter of 2021, the Company facilitated a tender offer for certain eligible employees to sell 236,086 vested stock options and outstanding shares of common stock to an existing investor at a per share price of $23.75 per share. The Company recorded stock-based compensation of zero and $1.6 million during the three and nine months ended September 30, 2021, respectively, in its condensed consolidated statements of operations for the difference between the price paid and the fair value of the Company’s common stock on the date of the transaction. Additionally, during the three and nine months ended September 30, 2020 and 2021, the Company waived its right of first refusal and transfer restrictions with respect to certain transfers of outstanding common stock. Where the Company has concluded that such transfers included a deemed compensatory element as a result of both the Company’s role in facilitating the transfers and the buyers of the shares transferred having a pre-existing economic interest in the Company’s equity, the Company recorded stock-based compensation expense for the difference between the price paid and the fair market value on the date of the transaction. The Company recorded $0.5 million and zero stock-based compensation expense for the three months ended September 30, 2020 and 2021, respectively. The Company recorded stock-based compensation expense in an aggregate amount of $13.6 million and $4.0 million dur ing the nine months ended September 30, 2020 and 2021, respectively. On August 24, 2021, the Company issued 61,300 shares of Udemy restricted common stock to a former executive of CorpU at a grant date fair value per share of $34.14. The total compensation cost recognized during the three and nine months ended September 30, 2021 was immaterial. As of September 30, 2021, total compensation cost related to the restricted stock not yet recognized was $2.0 million, which will be recognized over a weighted average period of 2.9 years. Total stock-based compensation expense included in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Cost of revenue $ 62 $ 350 $ 253 $ 888 Sales and marketing 509 2,149 5,931 5,784 Research and development 733 1,304 3,917 4,445 General and administrative 1,545 3,417 13,351 12,587 Total stock-based compensation expense $ 2,849 $ 7,220 $ 23,452 $ 23,704 The Company capitalized $0.2 million and $0.5 million of stock-based compensation expense as capitalized software during the three months ended September 30, 2020 and 2021, respectively, and $0.5 million and $1.5 million during the nine months ended September 30, 2020 and 2021, respectively. |