Equity Incentive Plans | Equity Incentive PlansIn June 2020, the Company's shareholders delegated authority to the Company's board of directors to grant stock options and RSUs to employees, and warrants (BSA) to the company's directors and consultants, superseding and replacing the previous delegations of authority to grant equity awards. Consequently, in August 2020, the Company adopted the 2020 Free Share Plan (the "Free Share Plan") and the 2020 Stock Option Plan (the "Stock Option Plan"). The Free Share Plan provides for the grant of RSUs to the Company's employees and employees of any company or group in which the Company holds, directly or indirectly, 10% of the share capital or voting rights as of the date of the grant. The Stock Option Plan provides for the grant of stock options to the Company's employees and directors. The Company no longer grants employee warrants (BSPCE) as the Company no longer meets the eligibility criteria for granting BSPCEs. As of March 31, 2021, there were 1,692,810 ordinary shares available for future grants of stock options, RSUs and warrants (BSA) under the Company’s share pool reserve. Stock options and warrants Most of our stock options and employee warrants (BSPCE) vest over four years, with 25% on the one year anniversary of the grant and 1/16th on a quarterly basis thereafter. Options have a contractual life of ten years and generally individuals must continue to provide services to the Company in order to vest. Employee warrants (BSPCE) are a specific type of option to acquire ordinary shares available to qualifying companies in France that meet certain criteria. Otherwise, employee warrants (BSPCE) function in the same manner as stock options. In general, warrants (BSA) vest quarterly over a one year period. In addition to any exercise price payable by a holder upon the exercise of any warrants (BSA), pursuant to the relevant shareholders' delegation to the board, such warrants need to be subscribed for a price at least equal to 5% of the volume weighted average price of the last five trading sessions on the Nasdaq Global Market preceding the date of allocation of the BSA by the board of directors. Otherwise, warrants (BSA) function in the same manner as stock options. The following table summarizes the activity and related weighted-average exercise prices (“WAEP”) and weighted-average remaining contractual term (“WACT”) of the Company’s stock options and warrants for the three months ended March 31, 2021 (in thousands, except exercise price per option): Stock options outstanding BSPCE warrants outstanding BSA warrants outstanding WAEP per share WACT (in years) Aggregate intrinsic value Balance as of December 31, 2020 1,726 108 235 $ 23.97 6.1 $ 31,789 Granted 4 — 1 48.41 Exercised (219) (23) — 14.73 Forfeited (21) — (3) 30.90 Balance as of March 31, 2021 1,490 85 233 $ 23.96 6.1 $ 71,726 Vested and expected to vest as of March 31, 2021 1,363 85 232 $ 23.18 5.8 $ 67,987 Exercisable as of March 31, 2021 847 84 218 $ 18.06 4.3 $ 52,359 The total intrinsic values of stock options and warrants exercised during the period ended March 31, 2021 was $9.7 million. Restricted Stock Units (RSUs) RSUs vest upon either performance-based or service-based criteria. Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified performance period, subject to the satisfaction of certain time-based service criteria. Compensation expense from these awards is equal to the fair market value of the Company’s ordinary shares on the date of grant and is recognized over the remaining service period based on the probable outcome of achievement of the financial metrics used in the specific grant’s performance criteria. Management’s estimate of the number of shares expected to vest is based on the anticipated achievement of the specified non-market performance criteria, which are assessed at each reporting period. In general, service-based RSUs vest over a four years period, with 25% vesting on the one year anniversary of the grant and equal quarterly installments thereafter. A summary of RSU activity under all of the plans as of March 31, 2021 is presented in the following table (in thousands, except the weighted-average grant date fair value per RSU): Number of service- based RSUs Number of performance- based RSUs Weighted-average grant date fair value Balance as of December 31, 2020 2,388 480 $ 43.26 Granted 96 — 48.41 Vested and released (193) (43) 46.26 Forfeited (47) (128) 39.46 Balance as of March 31, 2021 2,244 309 $ 41.26 Expected to vest as of March 31, 2021 1,875 253 $ 41.47 Employee Stock Purchase Plan In the fourth quarter of 2017, the Company established the 2017 Employee Stock Purchase Plan (the “ESPP”), which was amended and restated in August 2020. In June 2020, the Company's shareholders authorized 550,000 shares for future issuance under the ESPP, which superseded and replaced the shares previously available for issuance under ESPP. The ESPP allows the Company’s employees to purchase ADSs, with each ADS representing one ordinary share of the Company, at a discount through payroll deductions up to 15% of their eligible compensation, subject to any plan limitations. The ESPP has two consecutive offering periods of approximately six months in length during the year and the purchase price of the ADSs is 85% of the lower of the fair value of the Company’s ADSs on the first trading day or on the last trading day of the offering period. A total of 390,436 ADSs are available for sale under the ESPP as of March 31, 2021. As of March 31, 2021, $0.9 million has been withheld on behalf of employees for a future purchase under the ESPP and is recorded in accrued compensation benefits. Compensation expense Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue - subscriptions $ 989 $ 248 Cost of revenue - professional services 470 406 Sales and marketing 4,028 2,454 Research and development 2,602 2,957 General and administrative 3,543 4,264 Total share-based compensation expense $ 11,632 $ 10,329 As of March 31, 2021, the Company had $44.8 million of total unrecognized share-based compensation expense relating to unvested stock options, employee warrants (BSPCE), warrants (BSA) and RSUs, which are expected to be recognized over a weighted-average period of approximately 1.6 years. |