Share-Based Compensation | Share-Based Compensation 2018 Equity Plan On October 23, 2018, the Company’s board of managers approved the adoption of the Project Angel Parent, LLC Equity Plan (the “2018 Plan”). The 2018 Plan provided incentives to employees, consultants, directors, managers, or advisers of the Company and its subsidiaries through the sale or grant of the Company’s Class A Units, Class B Units, and/or other equity-based awards. Under the 2018 Plan, 4,868 Class A Units and 738,796 Class B Units were issued under co-invest agreements (“Co-Invest Units”), which remained outstanding as of December 31, 2020. No additional Co-Invest Units were granted subsequent to December 31, 2020. Upon the Corporate Conversion and the completion of the Company’s IPO, all outstanding Co-Invest Units were converted into shares of common stock. In addition, under the 2018 Plan, in 2019, the Company issued 746,744 of Class B Units at a price of $0.06 per unit, to employees, directors, and officers of the Company (the “Carried Equity Units”). No additional units were granted during the periods ended December 31, 2021 and 2020. The Carried Equity Units were subject to vesting based on (1) the participant’s continued service to the Company over a period of approximately one Vested Carried Equity Units were subject to repurchase at the fair market value of such unit; provided, however, that if the participant is terminated for cause, the repurchase price for each vested unit shall be the lesser of the participant’s original cost for such unit and the fair market value of such unit. The Company recognized approximately $0.6 million in share-based compensation expense during the year ended December 31, 2020, for Carried Equity Units related to the excess of fair value per unit on date of issuance over the $0.06 per unit purchase price paid by the participants, which has been recognized as additional compensation expense attributable to the participants. The effects on the Carried Equity Units resulting from the Corporate Conversion and the completion of the Company’s IPO, including the related balances as of December 31, 2021, and activity during the year ended December 31, 2021, are disclosed below in the section titled “Restricted Stock Awards.” 2019 Equity Option Plan On May 6, 2019, the Company established the 2019 Equity Option Plan (the “2019 Plan”). The 2019 Plan provides for grants of certain unit options to employees, which allowed option holders to purchase Class B Units in the Company. For time-based service options granted, the options vested over a period of three As of December 31, 2020, the maximum aggregate number of Class B Units that could be sold or granted to participants under both the 2018 Plan and the 2019 Plan amounted to 9,450,667. The effects on the options to purchase Class B Units resulting from the Corporate Conversion and the completion of the Company’s IPO are disclosed below in the section titled “Stock Options.” 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 2019 Plan and 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 In connection with the Corporate Conversion, outstanding options to purchase Class B Units granted under the 2019 Plan were converted into options to purchase shares of common stock, which have been granted under the 2021 Plan. The 2021 Plan provides for grants of stock options which allow option holders to purchase shares of common stock in the Company. For time-based service options granted, the options vest over a period of three In addition, under the 2021 Plan and upon the occurrence of the Company’s IPO, the Company granted stock option awards to certain of its directors, officers, and employees totaling 1,498,455 options to purchase common stock at an exercise price equal to the IPO price of $26.00 per share. A summary of stock option activity during the years ended December 31, 2022, 2021, and 2020 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, 2020 2,757,696 $ 6.06 9.70 $ — Granted 412,000 7.89 Exercised — Forfeited — Outstanding – December 31, 2020 3,169,696 $ 6.30 8.80 $ 38,108 Granted 1,584,805 25.78 Exercised (278,887) 6.15 Forfeited (218,802) 19.76 Outstanding – December 31, 2021 4,256,812 $ 13.05 8.44 $ 42,429 Granted 927,364 17.09 Exercised (33,359) 6.31 Forfeited (411,034) 20.86 Outstanding – December 31, 2022 4,739,783 $ 13.21 7.61 $ 19,855 Vested and expected to vest in the future at December 31, 2022 4,739,783 13.21 7.61 19,855 Exercisable at December 31, 2022 2,970,165 $ 8.83 6.91 $ 19,301 The total fair value of options that vested during the years ended December 31, 2022, 2021, and 2020 was $7.6 million, $12.4 million, and $1.9 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $0.4 million, $5.3 million, and none, respectively. The fair value of all time-based service options and performance-based options granted was estimated using a Black-Scholes option pricing model with the following assumptions: Volatility – Prior to Q2 2022, the computation of expected volatility was based on a calculation using the historical volatility of a group of publicly traded peer companies. In evaluating the similarity of peer companies, the Company considered factors such as industry, stage of life cycle, size, and financial leverage. Beginning in Q2 2022, expected volatility is based on historical volatility data of our stock. Risk-Free Interest Rate – The risk-free interest rates are based on U.S. Treasury yields in effect at the grant date for notes over the expected option term. Expected Term – The estimate of the expected term of options granted was determined by utilizing a weighted-average approach, considering the use of the “simplified method” (where the expected term is presumed to be equal to the vesting period plus the midpoint of the remaining contractual term). The Company utilizes this method as it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Dividend Yield – The expected dividend yield assumption of zero is based on the Company’s current expectations about its anticipated dividend policy over the expected option term. Over the course of the Company’s history, it has not declared or paid any dividends to stockholders/unitholders. The following assumptions were used by the Company to record compensation expense for performance-based and time-based options granted during the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except per option amounts): Year Ended December 31, 2022 2021 2020 Aggregate grant date fair value of options granted $ 7,989 $ 23,111 $ 1,063 Assumptions for option valuation: Expected volatility 47.3 – 62.0% 62 % 61.0 – 66.0% Expected dividend yield — % — % — % Expected risk-free interest rate 1.7 – 3.4% 0.2 – 0.9% 0.2 – 0.8% Expected term of options 6 years 3 – 6 years 3 – 6 years Maximum contractual term 10 years 10 years 10 years Weighted average grant date fair value per option $ 8.61 $ 14.58 $ 5.16 The Company recognized approximately $6.7 million, $14.5 million, and $2.3 million in share-based compensation expense related to time-based and performance-based stock options for the years ended December 31, 2022, 2021, and 2020, respectively. Included in the amounts of share-based compensation for the year ended December 31, 2021, is the acceleration of share-based compensation expense in the amount of $10.3 million related to 500,000 options to purchase common stock which became fully vested upon the completion of the Company’s IPO. During the years ended December 31, 2022, 2021, and 2020, performance-based options were probable of vesting and, therefore, were included as part of share-based compensation expense. As of December 31, 2022, there was approximately $17.1 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of approximately 2.76 years. Restricted Stock Awards In connection with the Corporate Conversion, all outstanding Carried Equity Units granted under the 2018 Plan were converted into RSAs, which have been granted under the 2021 Plan. The RSAs are subject to vesting based on (1) the participant’s continued service to the Company over a period of approximately one The number of RSAs vested during the years ended December 31, 2022 and 2021 was 599,599 and 1,434,506, respectively. The liability balance as of December 31, 2022 and 2021, related to the unvested RSAs was $0.00 million and $0.05 million, respectively. As of December 31, 2022 and 2021, the number of unvested RSAs amounted to 63,609 and 691,270, respectively. There were a total of 27,146 and 131,251 RSAs cancelled or forfeited during years ended December 31, 2022 and 2021, respectively. The Company recognized approximately $0.3 million, $11.5 million, and $0.6 million in share-based compensation expense related to RSAs for the years ended December 31, 2022, 2021, and 2020, respectively. Included in the amounts of share-based compensation for the year ended December 31, 2021, is the acceleration of share-based compensation expense in the amount of $11.1 million related to 426,657 Carried Equity Units which became fully vested upon the completion of the Company’s IPO. 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 The 2021 Plan provides for grants of restricted stock units (“RSUs”) whereby each RSU shall relate to one share of common stock. The RSUs are subject to time-based vesting, generally over a period of one Under the 2021 Plan and upon the occurrence of the Company’s IPO, the Company granted RSUs to certain of its directors, officers, and employees totaling 1,068,654 RSUs based on the IPO price of $26.00 per share. A summary of RSU activity during the years ended December 31, 2022 and 2021 is as follows: Number of RSUs Weighted Average Grant Date Fair Value Non-vested – January 1, 2021 — $ — Granted 1,184,863 25.72 Vested (24,971) 22.82 Forfeited (86,363) 26.00 Non-vested – December 31, 2021 1,073,529 $ 25.76 Granted 2,827,328 17.91 Vested (398,407) 25.79 Forfeited (390,619) 20.66 Non-vested – December 31, 2022 3,111,831 $ 19.27 As of December 31, 2022, 3,111,831 RSUs are expected to vest. The Company recognized approximately $15.4 million and $4.7 million in share-based compensation expense related to RSUs for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was approximately $50.6 million of unrecognized share-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of approximately 3.0 years. Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”), 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 ESPP initially reserves and authorizes the issuance of up to a total of 810,345 shares of common stock to participating employees. The 2021 ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2022 and each January 1 thereafter through January 1, 2031, by the least of (i) 900,000 shares of common stock, (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31 or (iii) such lesser number of shares of common stock as determined by the administrator of the 2021 ESPP. The number of shares reserved under the 2021 ESPP will be subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. All employees will be eligible to participate in the 2021 ESPP. However, any employee who owns 5% or more of the total combined voting power or value of all classes of stock will not be eligible to purchase shares under the 2021 ESPP. The Company may make one or more offerings each year to its employees to purchase shares under the 2021 ESPP. Offerings will usually begin on each May 1 and November 1 and will continue for six-month periods, referred to as offering periods. Each eligible employee will be able to elect to participate in any offering by submitting an enrollment form at least 15 business days before the relevant offering date. An employee’s rights under the 2021 ESPP will terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason. As of December 31, 2022, the Company has issued 127,700 shares of common stock under the 2021 ESPP. As of December 31, 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 $0.7 million and $0.1 million of share-based compensation expense related to the ESPP for the years ended December 31, 2022 and 2021, respectively. Share-Based Compensation Share-based compensation for share-based awards granted to participants has been recorded in the consolidated statements of operations for the years ended December 31, 2022 and 2021 as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 4,630 $ 6,478 $ 180 General and administrative 9,499 14,558 1,952 Research and development (1) 6,472 7,453 339 Sales and marketing 2,160 2,247 370 Total share-based compensation expense $ 22,761 $ 30,736 $ 2,841 ______________ (1) Net of $0.3 million, $0.1 million and $0.0 million additions to capitalized software on the Company’s consolidated balance sheets for the years ended December 31, 2022, 2021, and 2020, respectively. |