Stock-Based Compensation | Stock-Based Compensation The Company may have equity awards outstanding under various plans, as described below. Datto 2021 Employee Stock Purchase Plan In May 2021 shareholders approved the Datto Holding Corp. 2021 Employee Stock Purchase Plan (“ESPP”). The ESPP contains a component intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code (the “423 Component”) and a component primarily related to purchases by international employees. The ESPP provides all eligible Datto employees the opportunity to contribute up to 15% of their base earnings and other eligible compensation to purchase shares of Datto common stock. A participant can purchase a maximum of 1,000 shares of Datto common stock per biannual offering period, although participants in the 423 Component cannot purchase shares that would accrue at a rate which exceeds $25,000 of fair market value of Datto common stock (determined at the time of the grant) for each calendar year. The purchase price is equal to 85% of the fair market value of Datto common stock on the first or last day of the offering period, whichever is lower. There are 3,221,541 shares available for issuance under the ESPP, although none were outstanding at June 30, 2021. The pool of shares available for issuance under the ESPP is subject to an annual increase on the first day of each year beginning on January 1, 2022 and annually thereafter ending in 2031 equal to the lesser of (i) 1% of all classes of the Company’s shares outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares as may be determined by the Board; provided, however, no more than 16,000,000 shares may be issued in total under the 423 Component. Datto 2020 Omnibus Incentive Plan In conjunction with the IPO, in October 2020, the Board adopted the Datto Holding Corp. Omnibus Incentive Plan (the “2020 Plan”) in order to align the interests of the participants with the interests of the Company's stockholders. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards and performance awards to employees, consultants, and members of the Board. Authorized shares under the 2020 Plan automatically increase each January 1st by 5% of the outstanding number of shares of the Company's common stock on the immediately preceding December 31st, or such lesser number of shares as determined by the Board. See below for a reconciliation of shares of the Company’s common stock reserved for issuance under the 2020 Plan. Under the 2020 Plan, 1,781,277 RSUs and 80,000 stock options were outstanding as of June 30, 2021. 2017 Stock Option Plan In December 2017, the Company adopted the 2017 Stock Option Plan (the “2017 Plan”), as amended, which provides for grants of stock options to employees, directors, officers, and consultants. As of June 30, 2021, 8,081,314 stock options were outstanding under the 2017 Plan. No additional awards may be issued under the 2017 Plan. Other Equity Plans The Company also has outstanding options which were issued under the Autotask Superior Holdings 2013 Stock Option Plan (the “Autotask Plan”). As of June 30, 2021, 326,945 fully-vested stock options were outstanding under the Autotask Plan. No additional awards may be issued under the Autotask Plan. In addition, the Company has two other plans, which were adopted in relation to grants to independent members of the Board, prior to the adoption of the 2020 Plan. As of June 30, 2021, 23,438 RSUs were outstanding and no additional awards may be issued under these plans. Stock Options The following table summarizes stock option activity related to all plans during the six months ended June 30, 2021 (in thousands, except share and per share amounts): Number of Weighted Weighted Aggregate Options outstanding at December 31, 2020 9,555,082 $ 10.49 7.5 $ 157,800 Options granted 80,000 $ 25.50 Options exercised (962,563) $ 9.98 Options forfeited & expired (184,260) $ 11.13 Options outstanding at June 30, 2021 8,488,259 $ 10.67 7.5 $ 145,738 Options vested and exercisable at June 30, 2021 4,712,800 $ 9.99 7.1 $ 84,108 The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2021 and 2020 was $15.6 million and $1.2 million, respectively. The weighted average fair value of options granted to purchase common stock during the six months ended June 30, 2021 was $11.60. As of June 30, 2021, unrecognized compensation expense related to outstanding stock options was $33.9 million, which is expected to be recognized over the remaining weighted average term of 1.9 years. Restricted Stock Units The following table summarizes RSU activity under all plans during the six months ended June 30, 2021: Number of Weighted RSUs outstanding at December 31, 2020 696,338 $ 26.73 RSUs granted 1,151,559 $ 25.08 RSUs vested (12,157) $ 26.70 RSUs forfeited (31,075) $ 26.19 RSUs outstanding at June 30, 2021 1,804,665 $ 25.70 As of June 30, 2021, unrecognized compensation expense related to outstanding RSUs was $38.9 million, which is expected to be recognized over the remaining weighted average term of 3.2 years. Shares Available for Future Grants The following table summarizes the shares available for future grants under the 2020 Plan: Shares Balance at December 31, 2020 20,195,974 Annual authorization increase 8,071,001 Options and RSUs granted (1,231,559) Options and RSUs forfeited or expired 31,959 Balance at June 30, 2021 27,067,375 Stock-Based Compensation Expense Stock-based compensation expense for the three and six months ended June 30, 2021 and 2020 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue—subscription $ 885 $ 21 $ 2,113 $ 41 Cost of revenue—device 45 — 107 — Cost of revenue—professional services and other 63 — 166 — Sales and marketing 1,842 635 4,137 1,279 Research and development 7,058 311 11,932 621 General and administrative 2,348 891 5,297 1,831 Total stock-based compensation expense $ 12,241 $ 1,858 $ 23,752 $ 3,772 The table reflects stock-based compensation expense based upon the functional role of the holder. Stock-based compensation expense for awards with only a time-based vesting condition was recorded in all periods presented. During the three and six months ended June 30, 2020, the Company also had awards which contained both a time-based and a performance-based vesting condition, which was the closing of an IPO. Stock-based compensation for these awards commenced during the fourth quarter of 2020 as a result of the Company's IPO ("IPO Contingent Options"). Additionally, in 2021 the Company issued restricted stock units with performance-based vesting conditions in relation to the acquisition of BitDam, for which stock-based compensation expense was recorded based on the expected achievement of the performance targets. |