Share-based Compensation | 9 . STOCK-BASED 2021 Equity Incentive Plan In May 2021, the Company’s board of directors adopted, and the stockholders approved, the 2021 Equity Incentive Plan (the "2021 Plan") with the purpose of granting stock-based awards, including stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance awards and other forms of awards, to employees, directors, and consultants. A total of 30,962,615 shares of common stock were authorized for issuance under the 2021 Plan in May 2021. Stock options The Weighted- Number of Average Shares Exercise Price Outstanding at December 31, 2021 7,642,690 $ 12.98 Exercised (1,207,503 ) 12.43 Canceled/Forfeited (163,205 ) 21.89 Outstanding at June 30, 2022 6,271,982 12.85 Exercisable at June 30, 2022 5,548,427 $ 11.77 As of June 30, 2022, the total unrecognized stock ‑ Restricted stock units In 2018, the Company began issuing RSUs to certain employees, officers, non-employee consultants, and directors. The RSUs granted prior to our IPO vested upon the satisfaction of both a service and a performance condition, if both conditions are met before the award’s expiration date. For certain awards, the performance condition was satisfied solely on the effective date of a registration statement for our IPO and, for other awards, the performance condition was satisfied on the earlier of either the effective date of a registration statement for our IPO or a change in control. RSUs granted with service vesting conditions generally vest over four years on either a quarterly or annual vesting schedule. Prior to the effective date of the registration statement for our IPO, achievement of the performance conditions was not probable. The following table summarizes the RSU activity Weighted- Number of Average Grant Shares Date Fair Value Outstanding at December 31, 2021 6,622,684 $ 59.72 Granted 3,861,774 56.09 Vested (1,259,064 ) 49.77 Canceled/Forfeited (810,535 ) 57.61 Outstanding at June 30, 2022 8,414,859 $ 59.75 As of June 30, 2022, the total unrecognized stock ‑ ‑ Restricted stock awards In November 2021, the Company issued 199,670 RSAs to certain key employees in connection with the acquisition of Levelset that vest based on their continued service over a two-year In July Sales of common stock During Employee Stock Purchase Plan In May 2021, the Company’s board of directors adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effective date of the Company's IPO. A total of 2,600,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of our common stock reserved for issuance under the ESPP automatically increases on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding year; and (ii) 3,900,000 shares, except before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). The offering periods are scheduled to start in May and November of each year. The first offering period commenced on the Company’s first day of trading on May 20, 2021 and comprises three purchase periods of approximately six months in length, scheduled to end on November 15, 2022. The ESPP provides for consecutive offering periods that will typically have a duration of 12 months in length and comprise two purchase periods of six months in length, subject to a reset and rollover provision. The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25,000 of stock per calendar year. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares shall be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. However, in the event the fair value of the common stock on the purchase date is lower than the fair value on the first trading day of the offering period, the offering period is terminated immediately following the purchase and a new offering period begins the following day. Participants may end their participation at any time prior to the last 15 days of a purchase period and will be repaid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. We estimate the fair value of the ESPP purchase rights on the date of grant using the Black-Scholes option pricing model with the following assumptions during the six months ended June 30, 2022. Risk-free interest rate 1.47% to 2.03% Expected term (in years) 0.5 to 1.0 Estimated dividend yield 0.00% Estimated weighted-average volatility 61.14% to 72.69% The term for the ESPP purchase rights is the offering period. We estimate volatility using historical volatilities of a group of public companies in a similar industry and stage of life cycle, selected by management, for a period commensurate with the term. The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted. We have not declared, nor do we expect to declare dividends in the foreseeable future. Consequently, an expected dividend yield of zero was utilized. The fair value of the Company’s common stock used to value ESPP purchase rights is based on the trading price of our publicly traded common stock. Employee payroll contributions accrued in connection with the ESPP were $4.2 million as of June 30, 2022 As of June 30, 2022 Stock-based compensation The Company recorded total stock-based compensation cost from stock options, RSUs, ESPP, RSAs, and sales of stock by employees in excess of fair value as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 2,046 $ 4,918 $ 3,504 $ 6,079 Sales and marketing 12,572 42,855 22,868 46,107 Research and development 13,144 51,317 26,152 54,563 General and administrative 6,133 38,353 18,580 40,997 Total stock-based compensation expense $ 33,895 $ 137,443 $ 71,104 $ 147,746 Stock-based compensation capitalized for software development 1,895 837 4,061 920 Total stock-based compensation cost $ 35,790 $ 138,280 $ 75,165 $ 148,666 |