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 hold or 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 September 30, 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 and nine months ended September 30, 2021 and 2020 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Subscription cost of revenue $ 418 $ 166 $ 1,466 $ 486 Professional services and other cost of revenue 398 98 1,418 281 Sales and marketing 3,645 1,169 12,686 3,209 Research and development 3,816 1,602 16,975 3,788 General and administrative 3,689 1,546 13,836 4,219 Total $ 11,966 $ 4,581 $ 46,381 $ 11,983 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. 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 $12.8 million of stock-based compensation expense during the nine months ended September 30, 2021. Expense recognized related to the RSUs subject to performance and market conditions is 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 accrued compensation to common stock and additional paid-in capital on the condensed consolidated balance sheets. During the three months ended September 30, 2021 and 2020, the Company recognized $0.6 million and $0.8 million of stock-based compensation expense, respectively, related to these awards. During the nine months ended September 30, 2021, the Company recognized $2.1 million and $1.8 million of stock-based compensation expense, respectively, related to these awards. Restricted Stock Units The Company grants RSUs that generally vest over one $10.7 million, respectively. As of September 30, 2021, there was $66.0 million of total unamortized compensation, which will be recognized over the remaining weighted-average vesting period of 2.9 years using the straight-line method. A summary of the status of the Company’s unvested RSUs and activity for the nine months ended September 30, 2021 is as follows: Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2020 2,504,148 $ 19.84 Granted 2,031,295 22.72 Converted from LTIP grant 474,095 27.06 Forfeited/canceled (234,504) 19.47 Vested (1,256,812) 22.72 Unvested as of September 30, 2021 3,518,222 $ 21.47 Performance Stock Units As previously discussed, during the nine months ended September 30, 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. In the second quarter of 2021, these PSUs were determined to be probable of vesting. The Company recognized $2.9 million and $6.9 million in stock-based compensation during the three and nine months ended September 30, 2021, respectively, related to these PSUs. As of September 30, 2021, there was $2.1 million of total unamortized compensation associated with these awards, which is expected to be recognized over the remaining estimated vesting period of 0.2 years. Additionally, on April 1, 2021, the Company granted 208,806 PSUs under the 2019 Omnibus Incentive Plan, which will be earned only if the Company meets specific internal performance targets within a two-year period. The number of awards that ultimately vest could be 0% if the minimum hurdle is not achieved, or 50% or 100% of total shares granted, depending on the Company’s achievement of internal performance targets. The grant-date fair value of these PSUs was $21.93. As of September 30, 2021, there was $1.3 million of total unamortized compensation associated with these awards, which is expected to be recognized over the remaining estimated weighted-average vesting period of 0.9 years. No PSUs vested during the nine months ended September 30, 2021. A summary of the status of the Company’s unvested PSUs and activity for the nine months ended September 30, 2021 is as follows: Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2020 — $ — Granted 682,961 20.55 Forfeited/canceled (40,951) 20.86 Unvested as of September 30, 2021 642,010 $ 20.53 Stock Options No stock options were granted during the three or nine months ended September 30, 2021 or 2020. A summary of the Company’s stock option activity and related information for the nine months ended September 30, 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 (221,563) 8.25 Exercised (235,833) 9.04 5,206 Outstanding as of September 30, 2021 3,587,220 $ 9.60 5.7 $ 53,713 As of September 30, 2021: Vested and expected to vest 3,587,220 $ 9.60 5.7 $ 53,713 Vested and exercisable 1,758,021 $ 9.07 5.5 $ 27,254 Time-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. Vesting of the time-based options accelerates and the stock options become exercisable following both (i) an 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. In the second quarter of 2021, achievement of these conditions was determined to be probable. As of September 30, 2021, total unamortized compensation related to the time-based awards was $0.7 million. This expense will be recognized over the shorter of (i) the remaining explicit service term or (ii) the estimated period over which the performance condition is expected to be satisfied, with a remaining weighted-average vesting period of 0.2 years. The vesting conditions of the options subject to performance and market conditions 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. In the second quarter of 2021, these awards were determined to be probable of vesting. The Company recognized $0.7 million and $6.1 million in stock-based compensation expense during the three and nine months ended September 30, 2021, respectively, related to these options. The remaining $0.5 million of total unamortized compensation expense is expected to be recognized over the remaining estimated vesting period of approximately 0.2 years. |