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 the Company’s 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, 2024, 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, 2024 3,976,372 $ 12.53 6.68 $ 49,670 Granted — — Exercised (343,742) 13.76 Forfeited (252,160) 20.30 Outstanding – September 30, 2024 3,380,470 $ 11.82 5.52 $ 33,580 Vested and expected to vest in the future at September 30, 2024 3,380,470 11.82 5.52 33,580 Exercisable at September 30, 2024 3,029,080 $ 10.76 5.33 $ 32,877 The total fair value of options that vested during the three months ended September 30, 2024 and 2023 was $1.1 million and $1.4 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $3.5 million and $5.1 million, respectively. The total intrinsic value of options exercised during the three months ended September 30, 2024 and 2023 was $1.2 million and $1.5 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $2.8 million and $2.9 million, respectively. Share-based compensation expense related to time-based and performance-based stock options for the three months ended September 30, 2024 and 2023 was $0.8 million and $1.3 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $3.1 million and $4.1 million, respectively. During the three months ended September 30, 2024, the performance-based stock options were forfeited and none remain outstanding as of September 30, 2024. As of September 30, 2024, there was $3.1 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 1.2 years. Restricted Stock Units A summary of restricted stock unit (“RSU”) activity during the nine months ended September 30, 2024, is as follows: Number of RSUs Weighted Average Grant Date Fair Value Non-vested – January 1, 2024 4,919,744 $ 17.19 Granted 4,863,095 19.47 Vested (1,716,092) 17.49 Forfeited (995,579) 17.32 Non-vested – September 30, 2024 7,071,168 18.67 Each RSU represents the right to receive one share of the Company’s common stock upon vesting and settlement. As of September 30, 2024, 7,071,168 RSUs are expected to vest. Share-based compensation expense related to RSUs for the three months ended September 30, 2024 and 2023 was $10.9 million and $7.0 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $28.9 million and $17.8 million, respectively. As of September 30, 2024, there was $118.8 million of unrecognized share-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.89 years. In August 2024, the Company granted 296,544 performance-based restricted stock units (“PSUs”) under the 2021 plan, which have a requisite service period through December 31, 2024. The fair value of the PSUs on the grant date was $6.6 million. Each PSU shall relate to one share of common stock upon vesting and settlement. The number of shares that may be earned is based on achievement of certain financial targets related to the Company’s fiscal year ending December 31, 2024, and such shares will vest only upon board-level confirmation of achievement. The PSUs are subject to forfeiture if the grantee’s employment terminates prior to the completion of the requite service period, or if the performance measures are not met as of December 31, 2024. The fair value of the share-based compensation for the PSUs was measured based on the closing share price of the Company’s common stock at the date of grant. Share-based compensation is recognized ratably over the period between the grant date and December 31, 2024, so long as the performance measures are probable of being achieved. The Company recognized $2.5 million in share-based compensation expense related to PSUs during both the three and nine months ended September 30, 2024, as the performance measures were probable of being achieved during the relevant periods, and therefore were included in share-based compensation expense for such periods. As of September 30, 2024 there was $4.1 million of unrecognized share-based compensation expenses related to PSUs, which is expected to be recognized over a period of 0.25 years. Employee Stock Purchase Program As of September 30, 2024, the Company has issued 69,899 shares of common stock pursuant to the 2021 Employee Stock Purchase Plan under its employee stock purchase program (“ESPP”). As of September 30, 2024, 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. Share-based compensation expense related to the ESPP for the three months ended September 30, 2024 and 2023 was $0.2 million and $0.2 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $0.5 million and $0.5 million, 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, 2024 and 2023 as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Cost of revenues $ 1,252 $ 910 $ 3,397 $ 2,919 General and administrative 8,502 4,443 19,687 11,938 Research and development (1) 2,630 1,709 6,663 5,368 Sales and marketing 1,870 1,260 4,943 2,654 Restructuring related costs (2) — — (7) (663) Total share-based compensation expense $ 14,254 $ 8,322 $ 34,683 $ 22,216 ______________ (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, 2024 and 2023, respectively, and $0.2 million and $0.2 million during the nine months ended September 30, 2024 and 2023, respectively. (2) Relates to unvested stock compensation that was forfeited or accelerated as part of the 2024 Realignment Plan and 2023 Restructuring Plan. See Note 12, “Restructuring.” |