Share-Based Compensation | Share-based Compensation 2021 Stock Option and Incentive Plan The 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the board of directors and approved by the Company’s stockholders following the Corporate Conversion and became effective as of July 26, 2021. The 2021 Plan replaced both the Company’s 2019 Equity Option Plan (the “2019 Plan”) and the Project Angel Parent, LLC Equity Plan (the “2018 Plan”). Outstanding options to purchase Class B Units granted under the 2019 Plan were converted into options to purchase shares of common stock, and all outstanding Carried Equity Units granted under the 2018 Plan were converted into restricted stock awards (“RSAs”), both of which have been granted under the 2021 Plan. The Company had initially reserved 13,171,588 shares of its 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 2021 Plan will automatically increase on January 1, 2022 and each January 1 thereafter, by 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. The number of shares reserved under the 2021 Plan is subject to adjustment in the event of a stock split, stock dividend, or other change in the Company’s capitalization. The 2021 Plan provides flexibility to the Company’s compensation committee to use various equity-based incentive awards as compensation tools to motivate the Company’s workforce. The incentive awards that may be granted under the 2021 Plan include, but are not limited to, options to purchase common stock, stock appreciation rights, restricted shares of common stock, restricted stock units, and cash bonuses. Stock Options A summary of stock option activity during the six months ended June 30, 2022 is as follows (in thousands, except options, price per option, and term amounts): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value Outstanding – January 1, 2022 4,256,812 $ 13.05 8.44 $ 42,429 Granted 530,858 16.72 Exercised (29,909) 6.22 Forfeited (139,379) 19.71 Outstanding – June 30, 2022 4,618,382 $ 13.32 8.12 $ 27,969,526 Vested and expected to vest in the future at June 30, 2022 4,618,382 13.32 8.12 27,969,526 Exercisable at June 30, 2022 2,426,974 $ 6.41 7.32 $ 25,133,657 The total fair value of options that vested during the three months ended June 30, 2022 and 2021 was $0.3 million and $0.2 million, respectively, and for the six months ended June 30, 2022 and 2021 was $1.8 million and $1.3 million, respectively. The total intrinsic value of options exercised during both the three months ended June 30, 2022 and 2021 was $0.0 million, and for the six months ended June 30, 2022 and 2021 was $0.4 million and $0.0 million, respectively. The Company recognized approximately $1.7 million and $0.5 million in share-based compensation expense related to time-based and performance-based stock options for the three months ended June 30, 2022 and 2021, respectively, and $3.1 million and $1.0 million for the six months ended June 30, 2022 and 2021, respectively. During the three and six months ended June 30, 2022 and 2021, performance-based options were probable of vesting and, therefore, were included as part of share-based compensation expense. As of June 30, 2022, there was approximately $22.8 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of approximately 2.87 years. Restricted Stock Awards The number of restricted stock awards that vested during the three and six months ended June 30, 2022 was 92,209 and 576,610, respectively. The liability balance as of June 30, 2022, related to the unvested RSAs was $0.0 million. As of June 30, 2022, the number of unvested RSAs amounted to 86,598. There were a total of 4,934 and 27,146 RSAs cancelled or forfeited during the three and six months ended June 30, 2022, respectively. The Company recognized approximately $0.1 million and $0.2 million in share-based compensation expense related to RSAs for the three and six months ended June 30, 2022. The Company recognized $0.1 million and $0.3 million in share-based compensation expense during the three and six months ended June 30, 2021. Share-based compensation expense related to the excess of fair value per unit on date of issuance over the $0.06 per share purchase price paid by the participants, has been recognized as additional compensation expense attributable to the participants. Restricted Stock Units A summary of restricted stock unit (“RSU”) activity during the six months ended June 30, 2022, is as follows: Number of RSUs Weighted Average Grant Date Fair Value Non-vested – January 1, 2022 1,073,529 $ 25.76 Granted 1,953,612 18.11 Vested (81,593) 25.70 Forfeited (78,449) 24.24 Non-vested – June 30, 2022 2,867,099 $ 20.59 As of June 30, 2022, 2,867,099 RSUs are expected to vest. The Company recognized approximately $3.6 million and $5.9 million in share-based compensation expense related to RSUs for the three and six months ended June 30, 2022, respectively. As of June 30, 2022, there was approximately $60.3 million of unrecognized share-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of approximately 3.32 years. Employee Stock Purchase Program As of June 30, 2022, the Company has issued 64,985 shares of common stock pursuant to the 2021 Employee Stock Purchase Plan under its employee stock purchase program (“ESPP”). As of June 30, 2022, there was approximately $0.2 million of unrecognized share-based compensation related to the ESPP that is expected to be recognized over the remaining term of the current offering period. The Company recognized $0.2 million and $0.4 million of share-based compensation expense related to the ESPP for the three and six months ended June 30, 2022, respectively. Share-Based Compensation Share-based compensation for share-based awards granted to participants has been recorded in the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenues $ 1,251 $ 93 $ 2,215 $ 165 General and administrative 2,396 353 3,777 706 Research and development (1) 1,288 82 2,365 164 Sales and marketing 504 137 890 273 Total share-based compensation expense $ 5,439 $ 665 $ 9,247 $ 1,308 ______________ (1) Net of $0.1 million and $0.2 million additions to capitalized software on the Company’s condensed consolidated balance sheets during the three and six months ended June 30, 2022, respectively, and none during the three and six months ended June 30, 2021. |