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 effected in connection with our initial public offering 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 nine months ended September 30, 2023, 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 (in years) Aggregate Intrinsic Value Outstanding – January 1, 2023 4,739,783 $ 13.21 7.61 $ 19,855 Granted — — Exercised (248,431) 6.57 Forfeited (413,646) 22.36 Outstanding – September 30, 2023 4,077,706 $ 12.69 6.38 $ 25,912 Vested and expected to vest in the future at September 30, 2023 4,077,706 12.69 6.38 25,912 Exercisable at September 30, 2023 3,080,624 $ 10.13 6.38 $ 25,578 The total fair value of options that vested during the three months ended September 30, 2023 and 2022 was $1.4 million and $4.9 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $5.1 million and $6.6 million, respectively. The total intrinsic value of options exercised during the three months ended September 30, 2023 and 2022 was $1.5 million and $0.0 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $2.9 million and $0.4 million, respectively. The Company recognized $1.3 million and $2.1 million in share-based compensation expense related to time-based and performance-based stock options for the three months ended September 30, 2023 and 2022, respectively, and for the nine months ended September 30, 2023 and 2022, recognized $4.1 million and $5.1 million, respectively. During the three and nine months ended September 30, 2023 and 2022, performance-based options were probable of vesting and, therefore, were included as part of share-based compensation expense. As of September 30, 2023, there was $9.6 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.1 years. Restricted Stock Awards The number of restricted stock awards (“RSAs”) that vested during three months ended September 30, 2023 and 2022 was 0 and 11,496, respectively, and for the nine months ended September 30, 2023 and 2022 was 63,055 and 588,106, respectively. The liability balance as of December 31, 2022, related to the unvested RSAs was $0.0 million, and the number of RSAs amounted to 63,609. As of September 30, 2023, the Company had no unvested RSAs and no remaining liability balance. There were a total of 0 and 0 RSAs cancelled or forfeited during the three months ended September 30, 2023 and 2022, respectively, and 554 and 27,146 RSAs cancelled or forfeited during the nine months ended September 30, 2023 and 2022, respectively. The Company recognized $0.0 million and $0.1 million in share-based compensation expense related to the vesting of RSAs for the three months ended September 30, 2023 and 2022, respectively, and $0.1 million and $0.2 million for the nine months ended September 30, 2023 and 2022, respectively. Restricted Stock Units A summary of restricted stock unit (“RSU”) activity during the nine months ended September 30, 2023, is as follows: Number of RSUs Weighted Average Grant Date Fair Value Non-vested – January 1, 2023 3,111,831 $ 19.27 Granted 3,639,674 16.35 Vested (863,709) 19.23 Forfeited (771,491) 18.79 Non-vested – September 30, 2023 5,116,305 $ 17.27 As of September 30, 2023, 5,116,305 RSUs are expected to vest. The Company recognized $7.0 million and $4.9 million in share-based compensation expense related to RSUs for the three months ended September 30, 2023 and 2022, respectively. The Company recognized $17.8 million and $11.0 million in share-based compensation expense related to RSUs for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, there was $78.0 million of unrecognized share-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 3.07 years. Employee Stock Purchase Program As of September 30, 2023, the Company has issued 61,759 shares of common stock pursuant to the 2021 Employee Stock Purchase Plan under its employee stock purchase program (“ESPP”). As of September 30, 2023, there was $0.1 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 of share-based compensation expense related to the ESPP for both the three months ended September 30, 2023 and 2022, respectively. The Company recognized $0.5 million of share-based compensation expense related to the ESPP for both the nine months ended September 30, 2023 and 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 nine months ended September 30, 2023 and 2022 as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 910 $ 1,352 $ 2,919 $ 3,567 General and administrative 4,443 3,170 11,938 6,947 Research and development (1) 1,709 2,092 5,368 4,457 Sales and marketing 1,260 639 2,654 1,530 Restructuring related costs (2) — — (663) — Total share-based compensation expense $ 8,322 $ 7,253 $ 22,216 $ 16,501 ______________ (1) Net of $0.1 million and $0.1 million additions to capitalized software on the Company’s condensed consolidated balance sheets during the three months ended September 30, 2023 and 2022, respectively, and $0.2 million and $0.3 million for the nine months ended September 30, 2023 and 2022, respectively. (2) Relates to unvested stock compensation that was forfeited as part of the Restructuring Plan. See Note 12, “Restructuring.” |