Equity-Based Compensation | Equity-Based Compensation Equity Incentive Plans In June 2017, Pluralsight Holdings adopted the 2017 Equity Incentive Plan (“2017 Plan”) and issued RSUs to employees. In connection with the IPO, the 2017 Plan was terminated. In May 2018, Pluralsight, Inc. adopted the 2018 Equity Incentive Plan (“2018 Plan”). The 2018 Plan provides for the grant of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights, performance units, and performance shares to employees, directors, and consultants of the Company. The number of shares available for issuance under the 2018 Plan also includes an annual increase on the first day of each fiscal year, equal to the lesser of: (i) 14,900,000 shares, (ii) 5.0% of the outstanding shares of capital stock as of the last day of the immediately preceding fiscal year, or (iii) a lower number of shares determined by the 2018 Plan administrator. The number of shares available under the 2018 Plan also includes shares under the 2017 Plan that expire, terminate, are forfeited or repurchased by the Company, or are withheld by the Company to cover tax withholding obligations. As of September 30, 2020, a total of 19,937,719 shares were available for issuance under the 2018 Plan. Stock Options In connection with the IPO, the Company granted to employees stock options under the 2018 Plan to purchase shares of Class A common stock at an exercise price equal to the IPO price of $15.00 per share. As of September 30, 2020, these options have fully vested. In connection with the GitPrime acquisition, the stock options granted to GitPrime employees under GitPrime’s 2015 and 2018 Equity Incentive Plans were replaced with options to purchase shares of the Company’s Class A common stock, subject to appropriate adjustments to the number of shares issuable pursuant to such options and the exercise price of such options as provided in the Merger Agreement. The options are subject to time-based vesting conditions and continue to vest over the remaining vesting period of the original award ranging from two The following table summarizes the stock option activity for the nine months ended September 30, 2020: Stock Options Outstanding Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of December 31, 2019 4,361,718 $ 14.55 Granted — — Exercised (458,553) 13.94 Forfeited or cancelled (20,581) 6.17 Outstanding as of September 30, 2020 3,882,584 $ 14.67 7.6 $ 9.6 Vested and exercisable as of September 30, 2020 3,821,085 $ 14.88 7.6 $ 8.6 The total intrinsic value of options exercised during the nine months ended September 30, 2020 was $3.0 million. As of September 30, 2020, the total unrecognized equity-based compensation cost related to the stock options was $1.9 million, which is expected to be recognized over a weighted-average period of 1.6 years. RSUs The Company has granted RSUs to employees under the 2018 Plan and previously under the 2017 Plan. RSUs represent the right to receive shares of Pluralsight Inc.’s Class A common stock at a specified future date. Restricted share units of Pluralsight Holdings under the 2017 Plan are subject to both a service condition and a liquidity condition, whereas RSUs under the 2018 Plan are generally subject to service conditions only. The service conditions are generally satisfied over four years, whereby 25% of the share units satisfy this condition on the first anniversary of the grant date and then ratably on a quarterly basis thereafter through the end of the vesting period. The liquidity condition for RSUs granted under the 2017 Plan is deemed a performance condition and was satisfied upon the expiration of the lock-up period following the IPO. RSUs with both performance and service conditions, including shares issued under the 2017 Plan, are recognized using the accelerated attribution method. RSUs issued under the 2018 Plan are primarily subject to service conditions only and are recognized over the remaining requisite service period using the straight-line attribution method. Under the 2017 Plan, all restricted share units granted were initially restricted share units of Pluralsight Holdings. In connection with the IPO, all restricted share units were converted into RSUs of Pluralsight, Inc., except for restricted share units of Pluralsight Holdings that convey the right to receive LLC Units and corresponding shares of Class C common stock of Pluralsight, Inc. upon vesting. The activity for RSUs of Pluralsight, Inc. and restricted share units of Pluralsight Holdings for the nine months ended September 30, 2020 was as follows: Number of Weighted-Average RSUs of Pluralsight, Inc.: Balance at December 31, 2019 7,672,038 $ 22.71 Granted 6,833,790 19.17 Forfeited or cancelled (1,012,966) 21.62 Vested (2,595,661) 23.33 Balance at September 30, 2020 10,897,201 $ 20.45 Restricted Share Units of Pluralsight Holdings: Balance at December 31, 2019 1,312,500 $ 8.24 Vested (562,500) 8.24 Balance at September 30, 2020 750,000 $ 8.24 As of September 30, 2020, the total unrecognized equity-based compensation cost related to the RSUs, including the restricted share units of Pluralsight Holdings, was $179.4 million, which is expected to be recognized over a weighted-average period of 2.9 years. 401(k) Equity Match In May 2020, the Compensation Committee of the Board of Directors of Pluralsight, Inc. approved the issuance of Class A common shares to pay the Company’s 401(k) matching contributions to employees during the year ended December 31, 2020. The Company's matching contribution is equal to 50% of eligible wages contributed up to a maximum of 6%. As of September 30, 2020, the Company had recorded a matching liability of $1.3 million that is expected to be settled in shares of Class A common stock on a quarterly basis. Employee Stock Purchase Plan In May 2018, Pluralsight Inc.’s Board of Directors adopted the ESPP. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each fiscal year equal to the lesser of: (i) 2,970,000 shares of Class A common stock, (ii) 1.5% of the outstanding shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the plan administrator. As of September 30, 2020, the total number of shares available for issuance under the ESPP was 4,386,452. The ESPP generally provides for consecutive overlapping 24-month offering periods comprised of four six-month purchase periods. The offering periods are scheduled to start on the first trading day on or after May 31 and November 30 of each year. The ESPP permits participants to elect to purchase shares of Class A common stock through fixed contributions from eligible compensation paid during each purchase period during an offering period, provided that this fixed contribution amount will not exceed $12,500. A participant may purchase a maximum of 5,000 shares during each purchase period. Amounts deducted and accumulated by the participant will be used to purchase shares of Class A common stock at the end of each purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of Class A common stock on the first trading day of each offering period or on the purchase date. If the fair market value of the common stock on any purchase date within an offering period is lower than the stock price as of the beginning of the offering period, the offering period will immediately reset after the purchase of shares on such purchase date and participants will automatically be re-enrolled in a new offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. As of September 30, 2020, a total of 1,835,746 shares were issuable to employees based on contribution elections made under the ESPP. As of September 30, 2020, total unrecognized equity-based compensation costs was $14.1 million, which is expected to be recognized over a weighted-average period of 1.5 years. ESPP employee payroll contributions accrued at September 30, 2020 and December 31, 2019 totaled $5.7 million and $1.6 million, respectively, and are included within accrued expenses in the condensed consolidated balance sheets. Employee payroll contributions ultimately used to purchase shares under the ESPP will be reclassified to stockholders’ equity at the end of the purchase period. Incentive Unit Plan The Company granted incentive units of Pluralsight Holdings to certain employees and directors prior to its IPO pursuant to the Incentive Unit Plan (“2013 Plan”). In connection with the Reorganization Transactions and the IPO, the 2013 Plan was terminated and all outstanding incentive units were converted into LLC Units of Pluralsight Holdings. In addition, certain holders elected to exchange LLC Units for shares of Class A common stock of Pluralsight, Inc. Shares of Class A common stock and LLC Units issued as a result of the exchange or conversion of unvested incentive units remain subject to the same time-based vesting requirements that existed prior to the Reorganization Transactions, and as such the Company continues to record equity-based compensation expense for unvested awards. The activity of unvested LLC Units during the nine months ended September 30, 2020 was as follows: Unvested Units Weighted- Unvested LLC Units outstanding—December 31, 2019 1,543,813 $ 8.72 Vested (855,472) 8.68 Unvested LLC Units outstanding—September 30, 2020 688,341 $ 8.78 As of September 30, 2020, total unrecognized equity-based compensation related to all unvested LLC Units was $4.7 million, which is expected to be recognized over a weighted-average period of 0.8 years. The total fair value of LLC Units vested during the nine months ended September 30, 2020 was $15.5 million. Equity-Based Compensation Expense Equity-based compensation expense was classified as follows in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 312 $ 138 $ 878 $ 355 Sales and marketing 10,908 8,739 31,308 22,967 Technology and content 6,361 6,666 19,581 15,513 General and administrative 6,633 9,114 24,450 28,822 Total equity-based compensation $ 24,214 $ 24,657 $ 76,217 $ 67,657 |