Stock-Based Compensation | 12. Stock-Based Compensation On June 30, 2016, the Company established the 2016 Stock Option Plan (the ‘‘2016 Plan’’). The 2016 Plan provides for grants of restricted stock units and stock options to executives, directors, consultants, advisors and key employees which allow option holders to purchase stock in Ping Identity Holding Corp. The Company has 6,800,000 shares of common stock reserved for issuance under the 2016 Plan. Following the Company’s initial public offering (“IPO”), no additional awards are granted under the 2016 Plan. On September 23, 2019, the Company adopted the Ping Identity Holding Corp. Omnibus Incentive Plan (the “2019 Omnibus Incentive Plan”). The 2019 Omnibus Incentive Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share- based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. At March 31, 2021, the maximum number of shares of common stock available for issuance under the 2019 Omnibus Incentive Plan was 14,131,549 shares. Stock-based compensation expense for all equity arrangements for the three months ended March 31, 2021 and 2020 was as follows: Three Months Ended 2021 2020 Subscription cost of revenue $ 535 $ 146 Professional services and other cost of revenue 591 84 Sales and marketing 4,198 797 Research and development 8,512 888 General and administrative 3,103 942 Total $ 16,939 $ 2,857 Stock-based compensation expense recorded to research and development in the condensed consolidated statements of operations excludes amounts that were capitalized in relation to internal-use software. Refer to Note 8 for additional details. Long-Term Incentive Plan In conjunction with the Company’s IPO, the Company amended its long-term incentive plan (“LTIP”) which provided for cash compensation to certain employees upon vesting of the related awards, and thus, these awards were liability-classified. Grants under the plan were expected to vest following both (i) the IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista Equity Partner’s (“Vista”) realized cash return on its investment in the Company equaling or exceeding $1.491 billion. In the first quarter of 2021, the Company offered employees with LTIP grants the opportunity to convert those awards into restricted stock units (“RSUs”) under the 2019 Omnibus Incentive Plan. Upon conversion, approximately half of the RSUs would solely be subject to time-based restrictions and would vest on April 1, 2021 and the remainder would be subject to performance and market conditions consistent with those of the LTIP grants outlined above. All employees elected to convert their outstanding LTIP grants to RSUs, resulting in grants totaling 948,250 shares. The conversion of the previously outstanding LTIP grants into time-based vesting RSUs resulted in the recognition of $12.4 million of stock-based compensation expense during the three months ended March 31, 2021. As of March 31, 2021, the RSUs subject to performance and market conditions were not considered probable of meeting vesting requirements and accordingly, no expense was recorded. These awards are discussed in more detail below. Other Liability-Classified Awards In conjunction with the Symphonic acquisition (Note 7), the Company issued liability-classified awards to certain individuals with a stated value of $0.4 million and $0.6 million that vest on December 31, 2021 and December 31, 2022, respectively, and are subject to continuous service and other performance conditions. The liability-classified awards will be settled with a variable number of shares of the Company’s common stock at each vesting date based on the satisfaction of such conditions. Additionally, in conjunction with the ShoCard acquisition (Note 7), the Company issued liability-classified awards to certain individuals with a stated value of $3.1 million and $2.3 million that vest on the first and second anniversary of the acquisition, respectively, and are subject to continuous service and other conditions. The liability-classified awards will be settled with a variable number of shares of the Company’s common stock at each anniversary date based on the satisfaction of such conditions. On March 2, 2021, the Company settled the first $3.1 million of these liability-classified awards, resulting in the issuance of 123,192 shares. Upon issuance, the associated $3.1 million liability was reclassified from During the three months ended March 31, 2021 and 2020, the Company recognized $0.8 million and $0.3 million of stock-based compensation expense, respectively, related to these awards. Restricted Stock Units The Company grants RSUs that generally vest over one Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2020 2,504,148 $ 19.84 Granted 127,767 25.19 Converted from LTIP grant 474,095 27.06 Forfeited/canceled (59,342) 18.26 Vested (134,621) 25.03 Unvested as of March 31, 2021 2,912,047 $ 21.04 Performance Stock Units As previously discussed, during the three months ended March 31, 2021, the Company granted 948,250 restricted stock units in connection with the conversion of previously outstanding LTIP grants, with 474,155 of these restricted stock units subject to performance and market conditions (“PSUs”). These PSUs are expected to vest following both (i) registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. These awards were valued at the date of grant at $19.94 per share using a Monte Carlo simulation. As of March 31, 2021, 474,155 PSUs remain unvested and unrecognized stock-based compensation expense for these PSUs was $9.5 million. As of March 31, 2021, these awards were not considered probable of meeting vesting requirements and accordingly, no expense was recorded. During future reporting periods, if the awards are considered probable of meeting vesting requirements, the Company will begin recognizing the associated stock-based compensation expense over the expected vesting period. Stock Options No stock options were granted during the three months ended March 31, 2021 or 2020. A summary of the Company’s stock option activity and related information for the three months ended March 31, 2021 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2020 4,044,616 $ 9.49 6.5 $ 77,454 Granted — — Forfeited/canceled — — Exercised (198,105) 8.93 4,666 Outstanding as of March 31, 2021 3,846,511 $ 9.52 6.2 $ 47,740 As of March 31, 2021: Vested and expected to vest 2,123,496 $ 9.61 6.3 $ 26,158 Vested and exercisable 1,632,524 $ 8.80 5.9 $ 21,435 As of March 31, 2021, unamortized stock-based compensation expense related to the time-based awards was $2.3 million, which will be recognized over the remaining weighted-average vesting term of 1.6 years. The vesting of these time-based awards may accelerate and the stock options will become exercisable following both (i) the IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista realizing a cash return on its investment in the Company equaling or exceeding $1.491 billion. Though the recognition of the remaining unamortized stock-based compensation expense may be accelerated, acceleration was not probable as of March 31, 2021. For the options subject to performance and market conditions, unrecognized stock-based compensation expense as of March 31, 2021 was $7.6 million. The vesting conditions of these awards provide for the options to vest and become exercisable following both (i) an IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. As of March 31, 2021, these awards were not considered probable of meeting vesting requirements and accordingly, no expense was recorded. During future reporting periods, if the awards are considered probable of meeting vesting requirements, the Company will begin recognizing the associated stock-based compensation expense of $7.6 million over the expected vesting period. |