Stock Incentive Plans and Equity Awards | Note 8 - Stock Incentive Plans and Equity Awards Shares reserved for issuance The Company has the following shares of common stock reserved for issuance, on an as-if converted basis: June 30, 2022 December 31, 2021 Shares available for grant – 2021 Equity incentive plan 22,116,450 14,357,382 Unvested restricted stock units 20,777,716 29,688,046 Legacy Volta Class A common stock warrants 9,773,835 9,773,835 Options outstanding 9,151,773 11,464,745 Outstanding Public Warrants 8,621,440 8,621,440 Outstanding Private Warrants 5,933,333 5,933,333 Shares available for purchase - 2021 ESPP plan 3,715,944 3,715,944 Total shares of common stock reserved 80,090,491 83,554,725 Employee stock purchase plan No offerings or purchases of common stock shares took place during the three and six months ended June 30, 2022. Equity incentive plans 2021 Equity Incentive Plan As of June 30, 2022, 22,116,450 shares of common stock were available and reserved for issuance under the Company's 2021 equity incentive plan for stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") and performance-based awards. Founder Incentive Plan On April 1, 2022, 10,500,000 vested RSUs issued under the Founder Incentive Plan ("FIP") to Scott Mercer and Christopher Wendel (the "Founders") were net-settled into 5,342,874 shares of Class A common stock. See Note 8 - Stock Incentive Plans and Equity Awards - RSUs below for additional information. Stock option activity Stock option activity is as follows: Number of options outstanding Weighted-average exercise price per share Weighted-average remaining contractual life ( in years ) Aggregate intrinsic value (in thousands) Balance at December 31, 2021 11,464,764 2.66 8.3 $ 53,695 Options granted — — — — Options exercised (525,150) 0.71 Options forfeited (1,721,637) 2.40 Options expired (66,204) 1.12 Balance at June 30, 2022 9,151,773 2.69 6.9 $ 1,999 Options vested and exercisable as of December 31, 2021 4,830,158 $ 1.30 7.4 $ 29,176 Options vested and exercisable as of June 30, 2022 5,910,449 $ 1.97 6.0 $ 1,818 The total fair value of options vested during the three months ended June 30, 2022 and 2021 was $2.7 million and $0.6 million, respectively. The total fair value of options vested during the six months ended June 30, 2022 and 2021 was $5.7 million and $5.7 million, respectively. RSUs A summary of RSU activity for the six months ended June 30, 2022 is as follows: Number of shares Service-based Performance-based Market-based Total Weighted-average grant date fair value Balance at December 31, 2021 16,291,266 3,375,000 10,021,743 29,688,009 $ 10.70 RSUs granted 11,692,740 — 111,168 11,803,908 3.19 RSUs vested (10,500,000) — — (10,500,000) 9.30 RSUs forfeited (6,752,737) (3,375,000) (86,464) (10,214,201) 9.90 Balance at June 30, 2022 10,731,269 — 10,046,447 20,777,716 $ 4.18 In accordance with the FIP, the Company granted 10,500,000 RSUs for shares of Class B common stock to the Founders in August 2021. The fair value of those RSUs was measured on the grant date based on the value of the shares on the Closing Date. These awards vested on January 1, 2022, and were settled on April 1, 2022, into an equal number of shares of Class A common stock in accordance with the terms of the Separation Agreements entered into on March 26, 2022 with the Founders, which resulted in the conversion of all Class B common stock held by the former executives into Class A common stock. In settling the RSUs granted under the FIP into Class A shares, the Company performed a net settlement transaction, withholding 2,579,585 and 2,577,541 shares from Mr. Mercer and Mr. Wendel, respectively, for tax withholding purposes, resulting in a net delivery of 2,670,415 and 2,672,459 shares of Class A common stock to Mr. Mercer and Mr. Wendel, respectively. Restricted stock awards There were no restricted stock awards ("RSA") granted during the six months ended June 30, 2022. Stock-based compensation Stock-based compensation expense, net of capitalized amounts, was $6.3 million and $1.3 million for the three months ended June 30, 2022 and 2021, respectively, and $22.8 million and $46.8 million for the six months ended June 30, 2022 and 2021, respectively, and is recorded in selling, general and administrative in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2022, the Company capitalized stock-based compensation of $0.4 million related to internal-use software development costs. During the three and six months ended June 30, 2021, the Company did not capitalize any stock-based compensation related to internal-use software development costs. Compensation cost associated with market-based RSUs is recognized over the requisite service period using the accelerated attribution method even if the market condition is never satisfied. For the six months ended June 30, 2022, the Company recognized $9.3 million in compensation costs associated with market-based RSUs. No compensation cost has been or will be recognized for the performance-based RSUs as they were forfeited entirely on March 26, 2022 prior to achievement. As of June 30, 2022, the Company had unrecognized employee stock-based compensation expense of $55.9 million relating to stock options and RSUs of $10.0 million and $45.9 million, respectively, which is expected to be recognized over an estimated weighted-average period of approximately 2.6 years and 2.5 years, respectively. The following weighted-average assumptions were used in calculating fair values of market-based RSUs during the six months ended June 30, 2022: Market-based RSUs Expected dividend yield — % Risk-free interest rate 1.5 % Expected volatility 90.0 % Expected term (in years) 4.6 At the time of stock option grants, the Company had limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Therefore, the expected term of options granted is based on the "simplified method" of expected life. There were no options granted during the six months ended June 30, 2022 and therefore no fair value calculations are required. As the Company does not have a trading history for its common stock prior to the Reverse Recapitalization, the expected stock price volatility for the Company’s common stock was estimated by taking the historic stock price volatility for industry peers based on their price observations over a period equivalent to the expected term of the stock option grants. The Company has no history or expectation of paying cash dividends on its common stock. Significant modifications James DeGraw Modification Effective June 2, 2022, James DeGraw resigned as an employee and officer of the Company and, in connection therewith, entered into a settlement and consulting agreement with the Company, dated as of June 2, 2022. In accordance with Mr. DeGraw's settlement and consulting agreement, unvested RSU awards and stock options were modified on the date of termination of Mr. DeGraw's employment to accelerate the vesting in full and to extend the post-termination exercise period upon the condition that Mr. DeGraw serve as a consultant to the Company through the first anniversary of the termination date. With the exception of two option grants held by Mr. DeGraw, all of the stock options had previously been exercised with a partial recourse note which was settled prior to the completion of the Reverse Recapitalization. The unvested portion of those early exercised option grants was also modified to accelerate vesting; the effect of this modification was to release the repurchase right for those early exercised options. The stock option modifications were measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modifications. The fair values immediately after these modifications were determined using the closing price of the Company's common stock on the modification date for the shares already held by Mr. DeGraw through exercise with and settlement of partial recourse notes, which shares were released from the Company's repurchase right under the respective early exercise agreements. Additionally, vested unexercised stock options were modified on the termination date to extend the post-termination exercise period from 90 days to the contractual term of the options. The vested stock option modifications were measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modification determined using a Black-Scholes model. Assumptions used to calculate incremental expense for the modified vested stock options during the six months ended June 30, 2022 were as follows: Six months ended June 30, 2022 Expected dividend yield — % Risk-free interest rate 1.2% - 2.9% Expected volatility 52.4% - 61.9% Expected term (in years) 0.3 - 8.6 The incremental stock-based compensation expense relating to these modifications was recognized in full in the period for Mr. DeGraw’s termination as there is no further substantive service required for the awards to vest. Further, the Company reversed the expense previously recorded for the RSUs in accordance with Accounting Standards Codification ("ASC") Topic 718 as the awards were unvested and effectively forfeited and replaced by new RSUs with no service requirement before the completion of the derived requisite service period of the original awards. There was no previously recorded expense for unvested options. The components of stock-based compensation expense recorded with respect to the modified awards is as follows: (in thousands) Six Months Ended June 30, 2022 Reversal of previously recorded RSU expense $ (605) Incremental expense for modified RSUs 1,018 Incremental expense for modified stock options 804 Total stock-based compensation expense $ 1,217 Scott Mercer and Chris Wendel Modification On March 26, 2022, Scott Mercer and Chris Wendel (the "Executives") resigned from the Company’s board of directors (the “Board”), and Mr. Wendel also resigned as an employee and officer of the Company. Mr. Mercer’s resignation as an employee and officer of the Company was effective as of April 15, 2022. In accordance with the separate settlement and release agreements, dated as of March 26, 2022, between the Company and Mr. Mercer and Mr. Wendel, respectively, unvested RSU awards with market-based vesting conditions, 5,250,000 of which were held by Mr. Mercer and 4,500,000 of which were held by Mr. Wendel, granted on November 15, 2021, were modified on their respective termination dates to eliminate the service requirement (to be an active employee on the date of achievement of the market condition). Additionally, the unvested stock options held by Mr. Mercer as of April 15, 2022 were modified to accelerate the vesting and vest in full on April 15, 2022. Substantially all of the stock options for the Founders had previously been exercised with partial recourse notes which were settled prior to the completion of the Reverse Recapitalization. The unvested portion of those early exercised option grants was also modified to accelerate vesting as of each Founder’s termination date; the effect of this modification was to release the repurchase right for those early exercised options. The stock option and market-based RSU modifications were measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modifications. The fair values immediately after these modifications were determined using a BLM for the market-based RSUs, the Black-Scholes model for the unexercised stock option for Mr. Mercer, and the closing price of the Company's common stock on the modification date for the shares already held by the Founders through exercise with and settlement of partial recourse notes, which shares were released from the Company's repurchase right under the respective early exercise agreements. The incremental stock-based compensation expense relating to these modifications has been recorded in full in the period of each Founder's respective termination as there is no further service requirement from either Founder. Further, the Company has reversed expense previously recorded for the market-based RSUs in accordance with ASC Topic 718 as the awards were unvested and effectively forfeited and replaced by new market-based RSUs with no service requirement before the completion of the derived requisite service period of the original awards. Components of stock-based compensation expense recorded for modified awards is as follows: Six Months Ended June 30, 2022 (in thousands) Chris Wendel Scott Mercer (a) Reversal of previously recorded market-based RSU expense $ (9,879) $ (11,526) Incremental expense for modified market-based RSUs 13,290 15,505 Incremental expense for modified stock options 3,662 3,451 Total stock-based compensation expense $ 7,073 $ 7,430 (a) For Mr. Mercer's stock options, the Company recorded stock-based compensation expense of $0.1 million for the six months ended June 30, 2022 for awards that continued to vest until his termination on April 15, 2022. Assumptions used to calculate incremental expense for the modified market-based RSUs using a Monte Carlo valuation during the six months ended June 30, 2022 were as follows: Six Months Ended June 30, 2022 Expected dividend yield — % Risk-free interest rate 2.5 % Expected volatility 90.0 % Expected term (in years) 4.4 All other outstanding unvested equity awards held by the Founders, consisting of 4,000,000 RSUs granted in the fourth quarter of 2021 and 923,695 RSUs granted in the first quarter of 2022 to Mr. Mercer and 2,750,000 RSUs granted in the fourth quarter of 2021 and 742,972 RSUs granted in the first quarter of 2022 to Mr. Wendel were forfeited as of March 26, 2022. This resulted in the reversal of previously recognized stock-based compensation expense of approximately $0.7 million for Mr. Wendel and $1.0 million for Mr. Mercer related to the grants of RSUs for the three months ended March 31, 2022. The incremental stock-based compensation and reversal of previously recorded stock-based compensation was recorded in selling, general and administrative in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2022. |