Stock Option Plans and Stock-Based Compensation | 8. Stock Option Plans and Stock-Based Compensation 2015 Stock Option Plans In 2015, the Company adopted (i) the Amended and Restated 2015 Stock Option and Grant Plan and (ii) the 2015 Stock Incentive Plan (together the “2015 Stock Option Plans”) under which it may grant incentive stock options (“ISOs”), nonqualified stock options (“NSOs”) for the right to purchase shares of common stock and grant restricted stock units. The 2015 Stock Option Plans reserve 5.0 million shares of common stock for issuance as ISOs, 0.5 million shares of restricted stock and 0.25 million shares for issuance under the 2015 Stock Incentive Plan. Under the 2015 Stock Option Plans, ISOs may not be granted at less than fair market value on the date of the grant and generally vest over a four-year period based on continued service. Options generally expire ten years after the grant date. At September 30, 2019, approximately 592,000 shares were available for issuance under the Amended and Restated 2015 Stock Option and Grant Plan and includes approximately 90,000 shares which were available for issuance under the 2015 Stock Incentive Plan. The Company currently uses authorized and unissued shares to satisfy share award exercises. 2017 Long Term Incentive Plan In November 2017, the Company’s Board of Directors adopted the 2017 Long Term Incentive Plan (the “2017 Plan”) under which it may grant stock options, nonqualified stock options to purchase shares of common stock and restricted stock units (“RSUs”). As of September 30, 2019, the Company had reserved approximately 13.3 million shares of common stock available for issuance under the 2017 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. The number of shares of common stock available for issuance under the 2017 Plan will be increased on each January 1 hereafter by approximately 4.4 million shares of common stock. Options and RSUs granted to employees under the 2017 Plan generally vest over four years. Common stock subject to an award that expires or is canceled, forfeited, exchanged or otherwise terminated without delivery of shares, and shares withheld or surrendered to pay the exercise price of, or to satisfy the withholding obligations with respect to an award, will become available for future grants under the 2017 Plan. At September 30, 2019, approximately 8.9 million shares were available for issuance under the 2017 Plan. The Company currently uses authorized and unissued shares to satisfy share award exercises. The fair value for the Company’s stock options granted and Employee Stock Purchase Plan (the "ESPP") purchase rights, as discussed further below, during the nine months ended September 30, 2019 and 2018 was estimated at grant date using a Black Scholes option-pricing model using the following weighted average assumptions: Stock Options ESPP September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Expected dividend rate 0% 0% 0% 0% Expected volatility 38.8% - 39.8% 40.0% - 41.1% 39.8% - 46.0% 40.0% Risk-free interest rate 1.39% - 2.59% 2.63% - 2.91% 2.29 - 2.44% 2.0% Expected term (in years) 6.25 6.25 0.42 - 0.50 0.50 The following table summarizes stock option activity for the nine months ended September 30, 2019: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (per share) (years) (in thousands) Balances at December 31, 2018 2,817 $ 6.64 8.0 $ 47,589 Granted 993 $ 27.05 Exercised (618 ) $ 4.13 Forfeited (200 ) $ 14.57 Balances at September 30, 2019 2,992 $ 13.40 8.0 $ 23,981 Options vested and expected to vest at September 30, 2019 2,992 $ 13.40 8.0 $ 23,981 Options vested and exercisable at September 30, 2019 1,149 $ 5.74 6.9 $ 14,986 The Company expects all outstanding stock options to fully vest. During the three and nine months ended September 30, 2019, approximately $0.2 million of vested stock options were forfeited related to the resignation of our former Chief Revenue Officer. The weighted average grant date fair value per share for the nine months ended September 30, 2019 and 2018 was $11.48 and $9.92, respectively. Stock-based compensation expense relating to stock options was approximately $1.2 million and $3.9 million for the three and nine months ended September 30, 2019, respectively, compared to approximately $0.7 million and $3.2 million for the three and nine months ended September 30, 2018, respectively. The total fair value of shares vested during the three and nine months ended September 30, 2019 was approximately $0.8 million and $3.7 million, respectively, compared to approximately $0.2 million and $0.7 million for the three and nine months ended September 30, 2018, respectively. The total unrecognized compensation expense related to non-vested stock options granted is approximately $13.6 million and is expected to be recognized over a weighted average period of approximately 2.6 years as of September 30, 2019. During the three and nine months ended September 30, 2019, approximately $0.9 million of unrecognized compensation expense related to non-vested stock options was forfeited due to the resignation of our former Chief Revenue Officer. Incentive Unit Plan In 2014 and 2015, the Company granted shares of the Company’s common stock (the “incentive units”) to certain members of management pursuant to restricted stock agreements (the “RSAs”). The incentive units were granted with an exercise price equal to the fair market value on the date of grant, are subject to vesting, and if exercised in advance of vesting were subject to the Company’s right to repurchase until vested. During the first quarter of 2019, all of the remaining 0.7 million incentive units were vested with a weighted average grant date fair value of $0.05 per share. The Company did not grant any additional incentive units during the nine months ended September 30, 2019 and 2018. As of March 31, 2019, all incentive units were vested. Therefore, subsequent to the first quarter of 2019, we incurred no additional stock-based compensation expense. Stock-based compensation expense was approximately $0.4 million for the nine months ended September 30, 2019. Stock-based compensation expense was approximately $2.2 million and $6.4 million for the three and nine months ended September 30, 2018, respectively. Restricted Stock Units Restricted stock units (“RSUs”) are generally subject to forfeiture if employment terminates prior to the vesting date. We expense the cost of the RSUs, which is determined to be the fair market value of the shares of common stock underlying the RSUs on the date of grant, ratably over the period during which the vesting restrictions lapse. The following table summarizes the RSU activity for employees and non-employees for the nine months ended September 30, 2019: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (per share) (years) (in thousands) Balances at December 31, 2018 1,148 $ 15.40 1.8 26,967 Granted 1,197 $ 28.19 Vested (140 ) $ 20.00 Forfeited (183 ) $ 20.32 Balances at September 30, 2019 2,022 $ 22.21 1.7 37,783 Units expected to vest at September 30, 2019 2,022 $ 22.21 1.7 37,783 The Company expects all outstanding RSUs to fully vest. During the three and nine months ended September 30, 2019, The total unrecognized compensation related to RSUs for employee and non-employees was Employee Stock Purchase Plan In November 2017, the Company’s Board of Directors adopted the Employee Stock Purchase Plan (the "ESPP"). The ESPP became effective November of 2017, after the date our registration statement was declared effective by the SEC. The ESPP permits eligible employees to purchase shares by authorizing payroll deductions from 1% to 15% of employee’s eligible compensation during the offering period, which is generally six months, with an annual cap of $25,000 in fair market value, determined at the grant date. Unless an employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares after the closing of the offering period at a price equal to 85% of the closing price of the shares at the opening or closing of the offering period, whichever is lower. During the three months ended September 30, 2019, there was no ESPP activity as the current offering period is June 4, 2019 through December 2, 2019. During the nine months ended September 30, 2019, the Company issued and distributed approximately 0.2 million shares of common stock pursuant to the ESPP offering spanning January 2, 2019 to June 3, 2019. The Company initially reserved 1.8 million shares of common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP will increase each January 1 beginning in 2019 by 0.9 million shares of common stock. The ESPP will continue in effect until October 30, 2020; unless terminated prior thereto by the Company’s Board of Directors or compensation committee, each of which has the right to terminate the ESPP at any time. At September 30, 2019, approximately 2.5 million shares were available for issuance under the ESPP Plan. Stock-based compensation expense relating to the ESPP was approximately $0.4 million and $1.7 million for the three and nine months ended September 30, 2019, respectively, compared to approximately $0.5 million for the three and nine months ended September 30, 2018, respectively. Stock-based compensation expense associated with ESPP purchase rights are recognized on a straight-line basis over the offering period. A Three Months Ended Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (In thousands) Stock options $ 1,232 $ 723 $ 3,868 $ 3,210 Incentive units — 2,160 351 6,429 RSUs 2,819 1,457 8,176 3,956 ESPP 438 543 1,703 543 Total stock-based compensation expense $ 4,489 $ 4,883 $ 14,098 $ 14,138 A summary of the Company’s stock-based compensation expense as recognized on the condensed consolidated statements of operations is as follows: Three Months Ended Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (In thousands) Cost of revenue - subscription $ 286 $ 284 $ 830 $ 658 Cost of revenue - services and other 337 394 1,066 1,116 Research and development 820 852 2,653 2,145 General and administrative 1,710 1,953 4,725 5,988 Sales and marketing 1,336 1,400 4,824 4,231 Total stock-based compensation expense $ 4,489 $ 4,883 $ 14,098 $ 14,138 |