Stock-Based Compensation | Stock-Based Compensation In 2011, the Company adopted the Equity Incentive Plan (the “2011 Plan”), as amended, which provided for the issuance of up to 43,899,677 incentive stock options, nonqualified stock options, restricted common stock, and RSUs and stock appreciation rights to employees, directors, officers, and consultants of the Company. In September 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”, and together with the 2011 Plan, the “Plan”) as a successor to the 2011 Plan. The 2021 Plan authorizes the award of both incentive stock options, nonqualified stock options, restricted common stock, stock appreciation rights, restricted stock units, and performance and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to Company employees. The Company may grant all other types of awards to its employees, directors, and consultants. The 2021 Plan is administered by the Company’s board of directors, which determines the terms of the options granted, including exercise price, number of options granted, and vesting period of such options. The 2021 Plan provides for the issuance of up to 25,000,000 shares of common stock, plus any reserved shares not issued or subject to outstanding grants under the 2011 Plan, which was 552,736 on the effective date of the 2021 Plan, for a total of 25,552,736 shares reserved for issuance under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate number of outstanding shares of all classes of common stock as of the immediately preceding December 31, or a lesser number as may be determined by the Company’s talent and compensation committee, or by the Company’s board of directors acting in place of the talent and compensation committee. In addition, in September 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”) to enable eligible employees to purchase shares of common stock with accumulated payroll deductions. The ESPP provides for the issuance of up to 3,500,000 shares of common stock. The number of shares reserved for issuance and sale under the ESPP will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 1% of the aggregate number of outstanding shares of all classes of common stock as of the immediately preceding December 31, or a lesser number as may be determined by the Company’s talent and compensation committee, or by the Company’s board of directors acting in place of the talent and compensation committee. Subject to stock splits, recapitalizations, or similar events, no more than 35,000,000 shares of common stock may be issued over the term of the ESPP. The ESPP is intended to qualify under Section 423 of the Code, provided that the administrator may adopt sub-plans under the ESPP designed to be outside of the scope of Section 423 for participants who are non-U.S. residents. As of September 30, 2021, no awards have been granted under the ESPP, as the grant date criteria pursuant to ASC 718, Stock-Based Compensation, has not yet been met. The grant date for awards under the ESPP was met in October 2021, upon mutual agreement of terms and conditions, and the Company expects to recognize compensation expense related to the ESPP beginning with the fourth quarter of 2021. As of September 30, 2021 and December 31, 2020, 25,594,331 and 206,529 options remain available for issuance under the 2021 Plan and 2011 Plan, respectively. During the period ended September 30, 2021 and December 31, 2020, activity and amounts related to awards to nonemployees under the Plan were not material. Stock Options Stock options granted under the Plan generally vest over a period from two years to four years from the vesting commencement date on a monthly basis with or without a one-year cliff or, for non-employees, ratably on a monthly basis over a shorter period, depending upon anticipated duration of services. Other vesting terms are determined by the Company’s board of directors. All options granted under the Plan are exercisable for up to ten years from the grant date, subject to vesting. In the event of termination of service, option will generally remain exercisable, to the extent vested, for three months following the termination of service. The following is a summary of the Company’s stock option activity during the nine months ended September 30, 2021: Stock Options (in thousands, except share and per share amounts) Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Balances as of January 1, 2021 21,034,424 $ 1.88 7.82 $ 64,604 Granted 8,219,753 7.26 Exercised (4,021,834) 1.84 66,970 Forfeited (1,171,270) 3.24 Balances as of September 30, 2021 24,061,073 3.68 7.91 785,826 Vested and exercisable as of September 30, 2021 9,397,761 1.63 6.47 320,288 Vested and expected to vest as of September 30, 2021 24,561,046 $ 3.66 7.91 $ 802,853 _________________ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock. The fair value of each employee stock option granted during the three and nine months ended September 30, 2021 and 2020 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Risk-free interest rates 0.74% to 1.1% 0.30% to 0.40% 0.32% to 1.19% 0.30% to 1.47% Expected term (in years) 5.0 to 6.5 years 5.1 to 6.1 years 3.5 to 6.8 years 5.0 to 6.1 years Volatility 49.3% to 50.5 % 37.5% to 37.9 % 37.8% to 50.5 % 37.3% to 54.0 % Dividend rate — % — % — % — % Fair value of underlying common stock Prior to the completion of the IPO, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. The factors considered included, but were not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. After the completion of the IPO, the fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the NASDAQ. The weighted-average grant date fair value of options granted during the three months ended September 30, 2021 and 2020, was $15.31 and $1.28, respectively, and during the nine months ended September 30, 2021 and 2020 was $5.22 and $1.00, respectively. The aggregate grant-date fair value of options vested for the three months ended September 30, 2021 and 2020 was $2.1 million and $1.4 million, respectively, and for the nine months ended September 30, 2021 and 2020 was $5.4 million and $3.8 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense, included in the condensed consolidated statements of operations, net of amounts capitalized to internal-use software, as described in Note 4, was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Customer support and operations $ 40 $ 5 $ 77 $ 14 Marketing 486 216 1,207 627 Technology and development 1,698 533 3,522 1,548 General and administrative 2,516 575 4,159 1,663 Total $ 4,740 $ 1,329 $ 8,965 $ 3,852 Restricted Stock Units Prior to the IPO, the Company granted performance-based RSUs (“PRSUs”) to employees and directors that continued both service-based and performance-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied on the earlier of (i) the effective date of a registration statement of the Company filed under the Securities Act for the sale of the Company’s common stock or (ii) immediately prior to the closing of a change in control of the Company. Both events were not deemed probable until consummated, and therefore, stock-based compensation expense related to these PRSUs remained unrecognized prior to the effectiveness of the IPO. Upon the effectiveness of the IPO, the performance-based vesting condition was satisfied, and therefore, the Company recognized cumulative stock-based compensation expense of $1.1 million, using the accelerated attribution method for the portion of the awards for which the service-based vesting condition has been fully or partially satisfied. The remaining grant-date fair value of these PRSUs will be recognized over the remaining requisite service period. Beginning in August 2021, the Company began granting RSUs to employees and directors with service-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The grant-date fair value of these RSUs will be recognized over the requisite service period. Restricted stock unit activity, including PRSUs, during the nine months ended September 30, 2021 is as follows: Number of Shares Weighted-Average Grant-Date Fair Value Per Share Unvested at January 1, 2021 437,369 $ 3.54 Granted 863,715 23.16 Vested (23,235) 3.54 Cancelled/forfeited — — Unvested at September 30, 2021 1,277,849 $ 16.80 No RSUs were granted during the three or nine months ended September 30, 2020. |