Stock-based Compensation | Stock-based Compensation Prior to becoming a publicly traded entity, the Company issued incentive stock options, non-qualified stock options, and restricted stock to employees and non-employee consultants under its 2015 Stock Plan (the “2015 Plan”). Since the closing of the Business Combination, the Company has not issued any new stock-based awards under the 2015 Plan. In December 2020, the Company’s Board adopted and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, the Company was originally authorized to issue a maximum number of 36,588,278 shares of Class A common stock. In June 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Plan (the “Amended 2020 Plan”) to increase the number of shares of Class A common stock authorized for issuance by 36,000,000 additional shares and added an evergreen provision under which the number of shares of Class A common stock available for issuance under the Amended 2020 Plan will be increased on the first day of each fiscal year of the Company beginning with the 2023 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, (ii) 40,000,000 shares or (iii) such number of shares determined by the Board. Stock Options Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise their options before they expire. Forfeitures are recognized in the period of occurrence. A summary of the Company’s stock option activity for the six months ended June 30, 2022 was as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 11,507,643 $ 1.72 Exercised (1,053,499) 1.67 Cancelled/Forfeited (826,089) 1.67 Outstanding as of June 30, 2022 9,628,055 1.73 7.23 $ 41,035 The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2022 was $11.8 million. The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the exercise date. The total grant-date fair value of the options vested was $1.5 million during the six months ended June 30, 2022. Restricted Stock Awards Prior to June 30, 2019, the Company granted restricted stock awards to employees. Recipients purchased the restricted stock on the grant date and the Company has the right to repurchase the restricted shares at the same price recipients paid to obtain those shares. The restrictions lapse solely based on continued service, and generally lapse over 4 years —25% on the first anniversary of the date of issuance, and the remaining 75% monthly over the remaining 36 months. At the grant date of the award, recipients of restricted stock are granted voting rights and receive dividends on unvested shares. No restricted stock awards have been granted after June 30, 2019. Restricted stock awards activity for the six months ended June 30, 2022 was as follows: Shares Weighted Average Outstanding as of December 31, 2021 666,298 $ 1.21 Forfeited (17,429) 1.23 Vested (309,888) 1.18 Outstanding as of June 30, 2022 338,981 1.23 Restricted Stock units The Company has been granting restricted stock units (“RSUs”) under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan). Each RSU granted represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The fair value of RSU is equal to the fair value of the Company’s common stock on the date of grant. A summary of the Company’s restricted stock units activity for the six months ended June 30, 2022 was as follows: Shares Weighted Average Outstanding as of December 31, 2021 11,983,032 $ 19.56 Granted 9,974,655 12.84 Forfeited (794,702) 18.14 Vested (3,276,558) 17.73 Outstanding as of June 30, 2022 17,886,427 16.20 Fixed Value Equity Awards The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are issued as RSUs out of the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan) and are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period of up to four years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting period. Stock-based compensation expense related to these awards was $1.7 million and $3.5 million for the three and six months ended June 30, 2022, respectively, and $0.6 million and $0.6 million for the three and six months ended June 30, 2021, respectively. Employee Stock Purchase Plan In December 2020, the Company’s board of directors and stockholders adopted the 2020 Employee Stock Purchase Plan (“2020 ESPP”) under which 7,317,655 shares were authorized for issuance. The 2020 ESPP became effective on February 26, 2021. The 2020 ESPP permits eligible employees to purchase the Company’s Class A common stock through payroll deduction with up to 15% of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of shares is 85% of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, no participant may purchase more than 5,000 shares of common stock in each purchase period. Optogration Awards As part of the Optogration acquisition in August 2021, the Company owes up to $22.0 million of post combination compensation related to certain service and performance conditions. As of June 30, 2022, it is probable that the conditions will be met, and as a result, the Company recorded $9.2 million in stock-based compensation expense from inception to June 30, 2022. Freedom Photonics Awards As part of the Freedom Photonics acquisition in April 2022, the Company owes up to $28.3 million of post combination compensation related to certain service and performance conditions. As of June 30, 2022, it is probable that the conditions will be met, and as a result, the Company recorded $2.8 million in stock-based compensation expense through June 30, 2022. Solfice Awards The Company owes up to $0.7 million of post combination compensation related to certain service and performance conditions. As of June 30, 2022, it is probable that the conditions will be met, and as a result, the Company recorded $0.1 million in stock-based compensation expense through June 30, 2022. Chief Executive Officer Awards On May 2, 2022, the Board of Directors of the Company granted an award of 10.8 million RSUs to Austin Russell, the Company’s Chief Executive Officer. The grant date fair value per share was $12.61 per share. The Company recorded $3.5 million in in stock-based compensation expense related to this award. This award represents Mr. Russell’s total compensation from the Company, and is subject to all of the following vesting conditions: • Market condition: Upon achievement of stock price of $50 or more, $60 or more, and $70 or more. The stock price will be measured based on the volume-weighted average price per share for 90 consecutive trading days; • Service condition: Vesting over 7-years; and • Performance condition: Upon start of production of one series production program. Compensation expense Stock-based compensation expense by function was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of sales $ 6,989 $ 1,127 $ 8,775 $ 1,210 Research and development 8,714 5,663 15,816 6,425 Sales and marketing 2,741 934 5,609 1,120 General and administrative 20,181 6,806 35,123 7,612 Total $ 38,625 $ 14,530 $ 65,323 $ 16,367 Stock-based compensation expense by type of award was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Equity Classified Awards: Stock options $ 748 $ 1,235 $ 1,270 $ 1,398 RSAs 187 250 21 1,924 RSUs 32,540 12,426 54,049 12,426 ESPP 157 — 157 — Liability Classified Awards: Fixed value equity awards 1,741 619 3,521 619 Optogration awards 394 — 3,447 — Freedom Photonics awards 2,800 — 2,800 — Solfice awards 58 — 58 — Total $ 38,625 $ 14,530 $ 65,323 $ 16,367 |