Stock-Based Compensation | Stock-Based Compensation In 2019, the Board adopted the Semrush Holdings, Inc. 2019 Stock Option and Grant Plan (the “2019 Plan”), which provides for the grant of qualified incentive stock options and nonqualified stock options or other awards, including restricted stock unit awards, to the Company’s employees, officers, directors, advisors, and outside consultants for the purchase of up to 8,682,600 shares of the Company’s common stock. In July 2020, the 2019 Plan was amended to provide for the grant of qualified incentive stock options and nonqualified stock options or other awards to the Company’s employees, officers, directors, advisors, and outside consultants for the purchase of up to 10,163,772 shares of the Company’s common stock. Stock options generally vest over a 4 year period and expire 10 years from the date of grant. Certain options provide for accelerated vesting if there is a change in control (as defined in the 2019 Plan). The Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the Board on March 3, 2021 and approved by stockholders on March 15, 2021 and became effective immediately prior to the effectiveness of the Company’s registration statement in connection with its IPO. The 2021 Plan replaced the 2019 Plan as the Board determined not to make additional awards under the 2019 Plan following the pricing of the Company’s IPO. The 2021 Plan allows the compensation committee of the Board to make equity-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). The Company initially reserved 13,503,001 shares of Class A common stock for the issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by the lesser of 5% of the outstanding number of shares of Class A and Class B common stock on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation, which requires the recognition of expense related to the fair value of stock-based compensation awards in the statements of operations. For stock-based awards issued under the Company’s stock-based compensation plans to employees and members of the Board for their services on the Board, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model as discussed further below. For RSUs granted subject to service-based vesting conditions, the fair value is determined based on the closing price of the Company’s Class A common stock, as reported on the New York Stock Exchange on the date of grant. RSUs granted subject to service-based vesting conditions generally vest over a four-year requisite service period. For all other service-based awards, the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award with actual forfeitures recognized as they occur. Given the absence of an active market for the Company’s common stock prior to the completion of the IPO, the Board, the members of which the Company believes have extensive business, finance, and venture capital experience, were required to estimate the fair value of the Company’s common stock at the time of each grant of a stock-based award. The Company and the Board utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. Each valuation methodology included estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, in determining the value of the Company’s common stock at each grant date, including the following factors: (1) prices paid for the Company’s Preferred Stock, which the Company had sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of the Company’s Preferred Stock and common stock; (2) valuations performed by an independent valuation specialist; (3) the Company’s stage of development and revenue growth; (4) the fact that the grants of stock-based awards involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the common stock underlying the stock-based awards, such as an initial public offering or sale of the Company, given prevailing market conditions. The Company believes this methodology to be reasonable based upon the Company’s internal peer company analyses, and further supported by several arm’s-length transactions involving the Company’s Preferred Stock. As the Company’s common stock is not actively traded, the determination of fair value involves assumptions, judgments, and estimates. If different assumptions were made, stock-based compensation expense, consolidated net income (loss) and consolidated net income (loss) per share could have been significantly different. The Company has recorded stock-based compensation expense of $1,980 and $5,116 during the three and nine months ended September 30, 2022, respectively and recorded $627 and $1,789 during the three and nine months ended September 30, 2021, respectively. The following table shows stock- based compensation expense by where the stock-based compensation expense is recorded in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue $ 20 $ 7 $ 52 $ 22 Sales and marketing 189 100 599 245 Research and development 329 68 836 204 General and administrative 1,442 452 3,629 1,318 Total stock-based compensation $ 1,980 $ 627 $ 5,116 $ 1,789 As of September 30, 2022, there was $10,337 and $1,626 of unrecognized compensation cost related to unvested common stock option arrangements granted under the 2021 Plan and 2019 Plan, respectively, which is expected to be recognized over a weighted-average period of 3.37 years and 1.76 years, respectively. As of September 30, 2022, there was $12,527 and $81 of unrecognized compensation cost related to unvested restricted stock unit awards, which are expected to be recognized over a weighted-average period of 3.36 years and 0.91 years, respectively. For unvested performance stock units, these awards were granted with four year vesting terms for which the probability of vesting achievement is assessed at each reporting period. The fair value of each option award was estimated on the date of grant using the Black-Scholes option-pricing model. As there was no public market for its common stock prior to March 25, 2021, which was the first day of trading, and as the trading history of the Company’s common stock was limited through March 31, 2021, the Company determined the expected volatility for options granted based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an average of the historical volatility measures of this peer group of companies. The expected life of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the share option. The Company has not paid, nor anticipates paying, cash dividends on its ordinary shares; therefore, the expected dividend yield is assumed to be zero. The weighted-average assumptions utilized to determine the fair value of options granted to employees are presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected volatility 53.7 % N/A 52.9 % 52.0 % Weighted-average risk-free interest rate 2.65 % N/A 2.52 % 1.04 % Expected dividend yield — N/A — — Expected life – in years 6 N/A 6 6 A summary of the Company’s option activity as of September 30, 2022, which all occurred under the 2019 Plan and the 2021 Plan, and changes during the nine months then ended are as follows: Number of Options Weighted-Average Exercise Price (per share) Weighted-Average Remaining Contractual Term (in years) Outstanding at December 31, 2021 6,329,822 $ 2.32 8.14 Granted 1,605,595 12.05 Exercised (605,950) 1.45 Forfeited (531,524) 3.96 Outstanding at September 30, 2022 6,797,943 4.57 7.85 Options exercisable at September 30, 2022 4,049,724 1.65 7.26 The weighted-average grant-date fair value of options granted during the three and nine months ended September 30, 2022 was $6.53 and $6.32 per share, respectively. There were no options granted during the three months ended September 30, 2021. The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2021 was $6.13 per share. No tax benefits were realized from options during the three and nine months ended September 30, 2022 or 2021. The aggregate intrinsic value of options outstanding as of September 30, 2022 and December 31, 2021 was $48,665 and $117,734, respectively. The aggregate intrinsic value for options exercised during the three and nine months ended September 30, 2022 was $2,734 and $6,120, respectively. The aggregate intrinsic value for options exercised during the three and nine months ended September 30, 2021 was $11,918 and $12,410, respectively. The aggregate intrinsic value for options exercisable as of September 30, 2022 was $39,385. The aggregate intrinsic value was calculated based on the positive difference, if any, between the estimated fair value of the Company’s common stock on September 30, 2022 and December 31, 2021, respectively, or the date of exercise, as appropriate, and the exercise price of the underlying options. On July 28, 2020, the Company issued 156,852 shares of its restricted common stock (“Restricted Stock Issuance”) to the founders of Prowly for a total fair value of $291 under the 2019 Plan. This Restricted Stock Issuance vests over a three-year service period, applicable to both founders. As of September 30, 2022, 103,521 shares have vested in connection with this Restricted Stock Issuance. During the three and nine months ended September 30, 2022, the Company granted to employees RSU awards for 55,729 and 1,045,658 shares of Class A common stock under the 2021 Plan, respectively. During the three and nine months ended September 30, 2021, the Company granted to employees RSU awards for 9,462 and 164,487 shares of Class A common stock under the 2021 Plan, respectively. During the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense related to the RSU grants of $934 and $2,125, respectively. During the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense related to the RSU grants of $139 and $284, respectively. A summary of RSU activity under the Company’s 2021 Plan for the nine months ended September 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2022 239,936 $ 17.21 $ 4,129 Granted 1,045,658 11.71 12,245 Vested (46,075) 13.81 636 Forfeited (56,814) 13.48 766 Unvested balance as of September 30, 2022 1,182,705 $ 12.20 $ 14,429 During the nine months ended September 30, 2022, the Company granted to employees PSU awards for 1,395,596 shares of Class A common stock under the 2021 Plan. The Company did not grant PSU awards during the three months ended September 30, 2022. During the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense related to the PSU grants of $32 and $172, respectively. As of September 30, 2022, there was $59 of unrecognized compensation cost related to unvested performance stock units granted under the 2021 Plan, which is expected to be recognized over a weighted-average period of 3.46 years. The Company records stock-based compensation expense related to the PSU grants when it is probable that the underlying performance conditions will be recognized. During the nine months ended September 30, 2022 the Company granted two sets of PSU grants; executives and acquisition-related. The acquisition-related PSUs contained a market component. These awards were deemed probable of partial achievement by the Company during the nine months ended September 30, 2022. The executive grants were not probable of achievement as of September 30, 2022. This expense attributable to acquisition-related PSUs was immaterial during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2022, an immaterial amount of expense has been recognized in connection with executive PSU awards, however, the remaining executive PSU awards were not probable of achievement as of September 30, 2022. For PSU grants that have only service and performance conditions, the Company measures these awards at the fair value of its common stock on the grant dates. For PSU grants that incorporate a market condition, only the market condition is reflected in the estimated fair value on the grant dates. The Company determined the fair value of the PSU awards using a binomial valuation method. A summary of PSU activity under the Company’s 2021 Plan for the nine months ended September 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2022 — $ — $ — Granted 1,395,596 11.18 15,603 Vested — — — Forfeited (68,421) 11.68 799 Unvested balance at June 30, 2022 1,327,175 $ 11.18 $ 14,838 Compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition. The compensation expense attributable to the acquisition-based PSU awards was estimated based on a Monte Carlo simulation model, which applied the following key assumptions: Nine Months Ended September 30, 2022 Risk-free interest rate 2.07 % Volatility 70.00 % Dividend Yield — % Term (years) 4.13 No PSUs were granted during the three or nine months ended September 30, 2021. 2021 Employee Stock Purchase Plan The Semrush Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board on March 3, 2021 and approved by stockholders on March 15, 2021 and became effective immediately prior to the effectiveness of the Company’s registration statement in connection with its IPO. The ESPP initially reserves and authorizes the issuance of up to a total of 3,000,667 shares of Class A common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and each January 1 thereafter through January 1, 2031, by the least of (i) 1% of the outstanding number of shares of Class A and Class B common stock on the immediately preceding December 31; (ii) 3,000,667 shares or (iii) such lesser number of shares of Class A common stock as determined by the ESPP administrator. The number of shares reserved under the ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The Company will continue to offer, sell and issue shares of common stock under the ESPP from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under the ESPP. The first service period of the ESPP began on September 1, 2021, the second service period of the ESPP began on March 1, 2022, and the third service period of the ESPP began on September 1, 2022. The Company recognized $44 and $166 in stock-based compensation expense related to these service periods for the three and nine months ended September 30, 2022, respectively. On February 28, 2022, the Company issued 39,516 shares of its Class A common stock to its employees under its ESPP for the service period then ended. On August 31, 2022, the Company issued 25,240 shares of its Class A common stock to its employees under its ESPP for the service period then ended. |