Stock-Based Compensation | Stock-Based Compensation 2021 Stock Option and Incentive Plan The 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the Board of Directors on August 13, 2021, approved by the stockholders on September 9, 2021 and became effective on September 20, 2021. The 2021 Plan replaced the Amended and Restated 2014 Stock Incentive Plan, as amended (the “2014 Plan”), which continues to govern outstanding equity awards granted thereunder as the Board determined not to make additional awards under the 2014 Plan following the pricing of the Company’s IPO. The 2021 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants. The Company initially reserved 58,190,945 shares of Class A common stock for the issuance of awards under the 2021 Plan. The number of shares reserved and available for issuance under the 2021 Plan will automatically increase on January 1, 2022 and each January 1 thereafter, by 5% of the outstanding number of shares of the Class A common stock and Class B common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Compensation Committee of the Board. As of September 30, 2021, no shares of common stock, stock options, or restricted stock units have been granted and are currently outstanding under the 2021 Plan, and 58,225,697 shares of Class A common stock remain available for issuance to officers, directors, employees, and consultants pursuant to the 2021 Plan. As of September 30, 2021 and December 31, 2020, 71,944,350 shares of Class B common stock and 58,035,220 shares of common stock, stock options, or restricted stock units, respectively, have been granted and were outstanding under the 2014 Plan. As of December 31, 2020, 33,435,380 of common stock were available for issuance to officers, directors, employees, and consultants pursuant to the 2014 Stock Plan. Stock-based compensation expense recognized for the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenue $ 5,270 2,250 6,523 $ 3,169 Sales and marketing 10,337 7,445 13,276 9,094 Research and development 8,627 17,422 35,138 19,622 General and administrative 12,118 9,084 42,284 26,472 Stock based compensation $ 36,352 36,201 97,221 $ 58,357 Stock-based compensation expense of $545 was capitalized as software development costs during the three and nine months ended September 30, 2021. There were no such costs during the three and nine months ended September 30, 2020. The Company applied an estimated forfeiture rate in determining the expense recorded in the unaudited consolidated statements of comprehensive loss for the three and nine months ended September 30, 2021 and 2020. The Company has not recognized any tax benefits related to the effects of employee stock-based compensation. Stock Options For the majority of stock option awards with service conditions, 20% of each option award vests on the first anniversary of the date of grant, and the remaining 80% vests in equal quarterly installments over the next 16 quarters. Awards with performance or market conditions vest upon occurrence of certain events or meeting certain financial targets set forth in the individual grant agreements. The awards have a contractual life of ten years. The determination of the fair value of stock-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate, and expected dividends. The Company does not have a sufficient history of market prices of its common stock due to the recently completed IPO, and as such, volatility shown below is estimated using historical volatilities of similar public entities. The expected term of the awards is estimated based on the simplified method. The risk-free interest rate assumption is based on observed interest rates appropriate for the term of the awards. The dividend yield assumption is based on history and expectations of paying no dividends. The majority of stock compensation expense is related to the Company's employees. Prior to the IPO, the fair value of the common stock was determined at each award grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Other factors included, but were not limited to, the Company’s consolidated financial position and historical financial performance and the status of technological developments within the Company’s research. The fair value of each option grant was estimated on its grant date using the Black-Scholes option-pricing model. The following table indicates the weighted-average assumptions made in estimating the fair value for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Risk-free interest rate 1.00 % 0.48 % Expected term (in years) 6.32 6.70 Expected volatility 64.75 % 62.86 % Expected dividend yield — % — % Weighted-average fair value of common stock $ 16.87 $ 2.23 Weighted average fair value per share of options granted $ 10.07 $ 1.37 The following is a summary of stock option activity under the Company’s stock option plans: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding as of December 31, 2020 58,035,220 $ 2.08 8.27 $ 447,365 Granted 9,804,500 $ 16.87 Exercised (4,340,713) $ 1.19 Forfeited (2,191,922) $ 4.35 Outstanding as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 Options vested and expected to vest as of December 31, 2020 58,035,220 $ 2.08 8.27 $ 447,365 Options exercisable as of December 31, 2020 57,620,665 $ 2.08 8.26 $ 445,547 Options vested and expected to vest as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 Options exercisable as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 (1) The aggregate intrinsic value was determined as the difference between the estimated fair value of the Company’s common stock as of each reporting date prior to the completion of the IPO and the closing price of the Class A common stock on the last trading day of the month of September 2021, or the date of exercise, as appropriate, and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their in-the-money options at period end. The weighted average grant date fair value per share of options granted was $15.49 and $10.07, respectively, during the three and nine months ended September 30, 2021 and $1.40 and $1.37, respectively, during the three and nine months ended September 30, 2020. As of September 30, 2021 and December 31, 2020, the total number of vested, unexercised options was 24,782,480 and 18,151,770, respectively, with an intrinsic value of $1,199,194 and $158,607, respectively. As of September 30, 2021 and December 31, 2020, the total number of non-vested options was 41,586,495 and 50,758,305, respectively. The aggregate intrinsic values of options exercised was $30,142 and $81,950, respectively, during the three and nine months ended September 30, 2021 and $4,168 and $6,208, respectively, during the three and nine months ended September 30, 2020. The total fair value of options vested during the nine months ended September 30, 2021 and 2020 was $25,848 and $15,814, respectively. As of September 30, 2021, total unrecognized stock-based compensation expense related to the options was $103,657 and is expected to be recognized over the remaining weighted-average service period of 4.02 years. Restricted Stock Units The Company granted restricted stock units ("RSUs") to employees and directors, some of which contain service-based vesting conditions, and some of which contain both service and performance-based vesting conditions, including liquidity event-related (“IPO-related”) vesting conditions under the 2014 Stock Plan. Compensation expense related to RSUs is equal to the fair value of the underlying shares on the date of grant. Compensation expense associated with awards that have performance-based vesting conditions is recognized when the performance conditions become probable of being achieved. RSUs that contain both service and performance-based vesting conditions (as defined in the award) become eligible to vest when both the service and performance criteria have been met. Upon consummation of the IPO, the Company began recognizing stock-based compensation expense for RSUs with the IPO-related vesting condition based on the applicable service period. During the three months ended September 30, 2021, the Company recognized $27,762 of stock-based compensation expense related to such awards. The Company reflects RSUs as issued and outstanding shares of common stock when such units vest. The following table summarizes RSU activity during the nine months ended September 30, 2021 : RSU Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2020 158,370 $ 2.21 Granted 10,713,085 22.21 Vested (52,790) 2.21 Forfeited (181,400) 21.44 Unvested balance as of September 30, 2021 10,637,265 $ 22.02 The weighted average grant-date fair value of RSUs granted during the three months ended September 30, 2021 was $26.09. There were no RSUs granted during the three months ended September 30, 2020. During the nine months ended September 30, 2021, the Company issued 52,790 shares of common stock to settle RSUs upon vesting. The fair value of RSUs vested during the nine months ended September 30, 2021 was $1,106 . No RSUs vested during the nine months ended September 30, 2020. As of September 30, 2021, total unrecognized stock-based compensation expense related to the RSUs was $156,546 and is expected to be recognized over the remaining weighted-average service period of 3.93 years. Performance Incentive Plan During the nine months ended September 30, 2020, the Company granted stock-based awards to certain members of management that vest based on both service and market conditions. No such awards were granted during the nine months ended September 30, 2021. Vesting of awards is based on service conditions and the Company’s achievement of certain market capitalization targets. The weighted average fair value of awards containing market-based performance condition was determined based on a Monte Carlo simulation. The Monte Carlo weighted-average assumptions utilized to determine the fair value of options granted during the nine months ended September 30, 2020 are as follows: Nine Months Ended September 30, 2020 Risk-free interest rate 0.30 % Expected volatility 60 % Expected dividend yield — % Weighted-average fair value of common stock $ 3.16 Weighted average fair value per share of options granted $ 0.60 Market capitalization targets related to the awards with market-based vesting conditions were achieved upon the consummation of the IPO. The Company expensed the remaining grant date fair value of these awards upon satisfaction of the service-based and market-based vesting conditions and recognized $254 of stock-based compensation expense during the three months ended September 30, 2021. The Company recognized $314 and $958, respectively, of stock-based compensation expense related to these awards during the nine months ended September 30, 2021 and 2020, and $148 during the three months ended September 30, 2020. Additionally, during the nine months ended September 30, 2020, the Company amended the terms of previously issued employee stock option awards and accelerated the vesting of certain awards. The Company accounted for the amendment as a modification of previously issued awards and incurred $343 of incremental stock-based compensation expense in connection with the modifications. |