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 between Gores Metropoulos, Inc. and Luminar Technologies, Inc. on December 2, 2020 (the “Business Combination”), the Company has not issued any new stock-based awards under the 2015 Plan. In December 2020, the 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. Pursuant to the evergreen provision, 18,358,365 and 20,991,566 additional shares of Class A common stock were added to the Amended 2020 Plan on January 1, 2023 and 2024, respectively. 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 the options before they expire. Forfeitures are recognized in the period of occurrence. The Company’s stock option activity for the year ended December 31, 2023 was as follows (in thousands, except years and per share data): Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 8,162,850 $ 1.74 Exercised (1,829,636) 1.67 Cancelled/Forfeited (133,761) 1.74 Outstanding as of December 31, 2023 6,199,453 1.76 6.00 $ 10,309 Vested and exercisable as of December 31, 2023 5,797,293 1.75 5.98 9,649 Vested and expected to vest as of December 31, 2023 6,199,453 1.76 6.00 10,309 No stock options were granted by the Company in 2023, 2022 or 2021. The total grant-date fair value of options that vested during the year ended December 31, 2023, 2022 and 2021 was $2.1 million, $2.9 million and $7.1 million, respectively. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2023 was $7.9 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. As of December 31, 2023, the Company had $0.4 million of unrecognized stock-based compensation expense related to stock options. This cost is expected to be recognized over a weighted-average period of 0.22 years. Restricted Stock Awards Prior to June 30, 2019, the Company granted restricted stock awards (“RSAs”) 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 were granted voting rights and right to receive dividends on unvested shares. No restricted stock awards have been granted after June 30, 2019. The Company’s RSAs activity for the year ended December 31, 2023 was as follows: Shares Weighted Average Outstanding as of December 31, 2022 64,486 $ 1.29 Vested (64,486) 1.29 Outstanding as of December 31, 2023 — — Restricted Stock Units Since the closing of the Business Combination, the Company has granted restricted stock units (“RSUs”) under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan). Each RSU granted under the Amended 2020 Plan 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 Company has granted certain performance-based equity awards that vest upon achievement of certain performance milestones. The fair value of RSUs is equal to the fair value of the Company’s common stock on the date of grant. The Company’s Time-Based RSUs and Performance-Based and Other RSUs activity for the year ended December 31, 2023 was as follows: Time-Based RSUs Performance-Based and Other RSUs Shares Weighted Average Shares Weighted Average Outstanding as of December 31, 2022 25,010,688 $ 12.76 583,347 $ 8.39 Granted 26,972,748 5.70 961,187 8.58 Forfeited (3,782,948) 10.94 (757,024) 8.16 Vested (16,948,790) 9.60 (284,046) 7.45 Change in units based on performance — — (236,543) 10.46 Outstanding as of December 31, 2023 31,251,698 8.60 266,921 8.91 The total fair value of RSUs vested during the year ended December 31, 2023, 2022 and 2021 was $164.9 million, $116.0 million and $32.8 million, respectively. As of December 31, 2023, the Company had $232.5 million of unrecognized stock-based compensation expense related to RSUs. This cost is expected to be recognized over a weighted-average period of 3.8 years. 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 under 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 six years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting date. Employee Stock Purchase Plan In December 2020, the Board and the Company’s stockholders adopted the 2020 Employee Stock Purchase Plan (“ESPP”) under which 7,317,655 shares were authorized for issuance. The 2020 ESPP became effective on February 26, 2021. The 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. During 2023 and 2022, 707,258 and 168,147 shares, respectively, were purchased at a weighted average price of $3.73 and $7.56 per share, respectively. The assumptions used to value purchase rights under the ESPP during the year ended December 31, 2022 were as follows: May 16, 2023 November 16, 2023 May 16, 2022 November 16, 2022 Expect term (years) 0.5 0.5 0.5 0.5 Volatility 92.2% 77.6% 82.3% 93.5% Risk-free interest rate 5.26% 5.38% 1.54% 4.54% Dividend yield —% —% —% —% Optogration Milestone Awards As discussed in Note 3, as part of the Optogration acquisition in August 2021, the Company owed up to $22.0 million of post combination compensation related to certain service and performance conditions (“Optogration Milestone Awards”). In August 2022, the Company issued 1,632,056 shares of Class A common stock for $11.0 million of the Optogration Milestone Awards and in August 2023, the Company issued 1,527,788 shares of Class A common stock for the remaining $11.0 million obligation. Freedom Photonics Awards As discussed in Note 3, as part of the Freedom Photonics acquisition in April 2022, the Company owes up to $29.8 million of post combination compensation related to certain service and performance conditions including achievement of certain technical and financial milestones. In May 2023, the Company issued 634,994 shares of Class A common stock and 492,176 RSUs for $3.9 million and $3.5 million, respectively, of the post combination compensation due to achievement of the service and performance conditions. As of December 31, 2023, it is probable that the remaining conditions will be met for an amount equal to approximately $20.9 million of post combination compensation. Solfice Awards The service and performance conditions related to the post combination compensation associated with the acquisition of certain assets from Solfice were met in June 2023. In June 2023, the Company issued 766,642 shares of Class A common stock and 101,663 RSUs for $5.3 million and $0.7 million, respectively, of the post combination compensation due to achievement of the service and performance conditions. Management Awards On May 2, 2022, the Board 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 $8.70 per share. On August 19, 2022, the Board granted 500,000 RSUs to each of Thomas Fennimore, the Company’s Chief Financial Officer and Alan Prescott, the Company’s Chief Legal Officer. The grant date fair value per share was $6.12 per share. These awards to Mr. Russell, Mr. Fennimore and Mr. Prescott are subject to all of the following vesting conditions: • Market condition: Achievement of three stock price milestones: $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: Approximately 7-years of vesting; and • Performance condition: Start of production for at least one series production program. On March 16, 2023, the Board granted a $12.0 million stock-price based award to the Company’s Executive Vice President & General Manager that vested in six tranches of $2.0 million each, upon achievement of the six stock price milestones of $20, $25, $30, $40, $50 and $60 based on 90 trading day volume-weighted average price of a share of common stock over a 7.0 years performance period. The grant date fair value per share of the award granted to the said executive was $8.58 per share. On June 20, 2023, this award was modified to settle in a fixed number of shares and the impact of modification was not material. In September 2023, this award was forfeited and the impact of forfeiture was not material. The Company measured the compensation cost for the management awards outlined above using a Monte Carlo simulation model and recorded $22.8 million and $14.7 million in stock-based compensation expense related to these awards in the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had $62.5 million of unrecognized stock-based compensation expense related to management awards. This cost is expected to be recognized over a weighted-average period of 5.36 years. Activity of the Company’s management awards that include market conditions described above for the year ended December 31, 2023 was as follows: Shares Weighted Average Outstanding as of December 31, 2022 11,800,000 $ 8.48 Granted 370,000 6.80 Forfeited (370,000) 6.80 Outstanding as of December 31, 2023 11,800,000 8.48 On November 8, 2023, the Board approved a formula for RSU grants to Messrs. Fennimore and Prescott for each year from 2024 through 2029 for Mr. Fennimore and through 2026 for Mr. Prescott based on achievement of annual performance goals with respect to the immediately preceding year (“Annual Performance Awards”). The number of RSUs to be awarded in a year will be determined at the sole discretion of the Human Resources and Compensation Committee of the Board (the “Compensation Committee”) based on actual achievement of the annual performance goals established by the Board based on the Company’s approved operating plan in respect of the immediately preceding year, with such awards ranging from 137,500 RSUs at the threshold level, 550,000 RSUs at the target level, and 825,000 RSUs at the maximum level for extraordinary performance (interpolated linearly between target levels, as applicable). For a potential award to be made in 2024, the Compensation Committee has determined that annual performance goals will be weighted 50% based on revenue and 50% based on free cash flow, with target performance for the revenue performance goal equal to $81.4 million and target performance for the 2023 fourth quarter free cash flow goal equal to $(37) million. Each Annual Performance Award will vest over time as to one-third immediately upon approval of the grant by the Compensation Committee, and one-third annually for 2 years from the beginning of the performance period to incentivize performance and retention, subject to continued active employment through each vesting date. Compensation expense Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of sales $ 9,163 $ 7,680 $ 6,422 Research and development 65,840 40,898 20,216 Sales and marketing 27,577 15,814 4,546 General and administrative 104,552 98,013 46,500 Total $ 207,132 $ 162,405 $ 77,684 Stock-based compensation expense by type of award was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Equity Classified Awards: Stock options $ 2,197 $ 2,666 $ 5,137 RSAs 61 293 1,682 RSUs 138,820 115,267 60,191 Management awards 22,808 14,725 — ESPP 1,313 714 — Liability Classified Awards: Equity-settled fixed value 16,691 7,545 3,826 Optogration 6,079 10,894 6,114 Freedom Photonics 11,965 7,633 — Other 7,198 2,668 734 Total $ 207,132 $ 162,405 $ 77,684 |