Share-Based Compensation | Share-Based Compensation In August 2017, the Company’s Board of Directors adopted the 2017 Incentive Award Plan (as amended, the “2017 Plan”), which provides for the granting of qualified and nonqualified stock options, restricted stock awards, restricted stock units, dividend equivalents, stock appreciation rights and other share-based awards. The 2017 Plan was amended and restated prior to the Company’s IPO. The 2017 Plan, reserves for issuance to eligible employees, directors and consultants a total of (i) 24,446,502 shares of common stock in addition to (ii) the number of shares that, as of the date the 2017 Plan was originally adopted, were available for issuance under the 2007 Plan (as described below), plus (iii) the number of shares subject to awards outstanding under the 2007 Plan as of the date the 2017 Plan was originally adopted, that on or after that date, are forfeited or otherwise terminate or expire for any reason without the issuance of shares to the holders of the awards; provided, that the maximum number of shares of Class A common stock that may be added to the number of shares reserved under the 2017 Plan under clauses (ii) and (iii) is 40,520,655 shares. The primary purpose of the 2017 Plan is to enhance the Company’s ability to attract, motivate, and retain the services of qualified employees, officers, and directors. Any stock options or stock appreciation rights granted under the Plan will have a term of not more than 10 years and the vesting of the awards are set at the discretion of the Board of Directors but is not expected to exceed four years for any grant. The Company’s 2007 Incentive Award Plan (the “2007 Plan”), which the Board of Directors had adopted in 2007, was terminated in connection with the adoption of the 2017 Plan. Any outstanding awards that had been granted under the 2007 Plan prior to its termination remain outstanding, subject to the terms of the 2007 Plan and awards agreements, until such awards vest and are exercised (as applicable) or until they terminate or expire by their terms. As of September 30, 2021, options to purchase a total of 1,315,940 shares of Class A common stock remained outstanding and subject to the terms of the 2007 Plan. The awards under the 2007 Plan have a term of not more than 10 years and the vesting of the awards was set at the discretion of the Board of Directors upon grant but is not expected to exceed four years for any grant. All awards are subject to forfeiture within 90 days if employment or other services terminate prior to the vesting of the awards. Grants are no longer permitted from the 2007 Plan. Stock Option Awards A summary of the status of the Company’s stock option plans as of September 30, 2021 presented below: Number of Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 16,416 4.16 7.1 $ 71,934 Granted 2,847 18.55 Exercised (2,229) 3.00 Forfeited and expired (488) 6.02 Outstanding at September 30, 2021 16,546 $ 6.75 7.0 238,797 Options vested and exercisable at September 30, 2021 10,277 $ 3.51 5.8 $ 182,230 In February 2021, the Company granted approximately 688,068 stock option awards to various employees. These options vest over a four year period and the fair value of the option on the grant date was $10.54 as determined using the Black Scholes Option Pricing Model and a common stock share price of $19.49 per share, volatility of 39%, a dividend yield of 2%, a risk free rate of 1%, and an expected term of 6.25 years. In March 2021, the Company granted 172,196 stock options to various employees. These options vest over a four year period and the fair value of the option on the grant date was $7.63 using the Black-Scholes Options Pricing Model and a common stock share price of $21.00 per share, volatility of 44%, a dividend yield of 2%, a risk free rate of 1% and an expected term of 6.25 years. In May 2021, the Company granted 1,936,568 stock options to various employees. These options vest over a four year period and the fair value of the option at the grant date was $8.93 as measured using the Black Scholes Option Pricing Model and a common stock share price of $21.84 per share, volatility of 44%, 0.76% dividend yield, a risk free rate of 1%, and an expected term of 6.25 years. As of September 30, 2021, the Comp any had $34,207 of unrecognized compens ation costs related to share-based payments, which is expected to be recognized over a weighted average vesting period of approximately 2.54 years. September 30, 2021 September 30, 2020 Weighted average grant date fair value of stock options granted during the period $ 9.22 $ 1.58 A summary of the nonvested stock options as of September 30, 2021 is as follows: Shares Weighted Nonvested at December 31, 2020 7,154 $ 1.64 Granted 2,847 $ 9.22 Forfeited or expired (346) $ 4.65 Vested (3,413) $ 3.87 Nonvested at September 30, 2021 6,242 $ 6.24 Restricted Stock Awards Effective October 29 , 2010, the Board of Directors granted a total of 4,995,000 restricted stock awards (“RSA”) to the Company’s Chief Executive Officer and Chief Operating Officer with a stock price of $1.93 per share. The restricted stock awards vest and become non-forfeitable ratably over a four-year period assuming VIZIO made its first public offering of common stock pursuant to a registration statement filed with the Securities and Exchange Commission during this period. Under the terms of the grant, if a public offering did not occur within the four-year vesting period, the restricted stock awards would remain outstanding and unvested for an additional three-year period and all shares would vest contingent upon an initial public offering. If after seven years, VIZIO was not successful at completing an initial public offering, all of the restricted stock awards would forfeit. Effective April 25, 2017, the forfeiture date on these awards was extended to December 31, 2020. In estimating the fair value of the common stock at the grant date, the Company engaged an independent valuation specialist to assist in determining the stock price. Effective December 29, 2017, the Board of Directors granted a total o f 1,179,000 res tricted stock awards to members of senior management with a stock price of $2.89 per share. On October 8, 2019, the Board of Directors granted a total o f 234,000 restricted stock awards to members of senior management with a stock price of $5.39 per share. Subsequent to December 31, 2020, 4,995,000 of these RSAs were forfeited. Restricted Stock Units On December 31, 2020, the Board of Directors granted a total of 2,035,000 restricted stock units (“RSU”) to members of senior management with a stock price of $8.54 per share. The restricted stock units vest ratably over a one de its first public offering of common stock pursuant to a registration statement filed with the Securities and Exchange Commission in December 2020. Under the terms of the grant, if a public offering did not occur within the vesting period, the RSUs would remain outstanding and unvested for an additional period and all shares shall vest contingent upon an initial public offering. Since the vesting of the RSUs was contingent upon an initial public offering, VIZIO deferred the recognition of compensation expense for these awards until the first quarter of 2021. In estimating the fair value of the common stock at the grant date, the Company engaged an independent valuation specialist to assist in determining the stock price. See further discussion of valuation below. Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 2,035 $ 8.54 Granted 7,532 20.59 Released (3,788) 17.70 Forfeited (99) 21.88 Outstanding at September 30, 2021 5,680 $ 20.20 The grant-date fair value of restricted stock units granted during the nine months ended September 30, 2021 and 2020 was $155,542 and $0.0, respectively. The grant-date fair value of restricted stock units that vested during the nine months ended September 30, 2021 and 2020 was $67,041 and $0.0, respectively. Total unrecognized compensation cost related to restricted stock units as of September 30, 2021 was $96,585, which the Company expects to recognize over a weighted-average period of approximately 1.78 years. Fair Value of Share-Based Awards Share-based compensation expense resulting from grants of employee and non-employee stock options is recognized in the unaudited condensed consolidated financial statements based on the respective grant date fair values of the awards. Stock option, restricted stock unit, restricted stock and warrant grant date fair values are estimated using the Black-Scholes-Merton option pricing model. Prior to the IPO, given the absence of a public trading market, the Company’s Board of Directors considered numerous objective and subjective factors to determine the fair value of the common stock at each grant date. These factors included, but were not limited to (a) the prices at which the Company sold its Class A common stock to outside investors in arms-length transactions, (b) an independent third-party valuation of the Company’s Class A common stock, (c) the Company’s results of operations, financial position, and capital resources, (d) industry outlook, (d) the likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company, given prevailing market conditions, (e) the history and nature of the Company’s business, industry trends and competitive environment; and (f) general economic outlook including economic growth, inflation and unemployment, interest rate environment, and global economic trends, including the impact of COVID-19. The table below provides information on the weighted-average assumptions used for stock options granted during the three and nine months ended September 30, 2021. Three Months Ended Nine Months Ended 2021 2020 2021 2020 Number of options granted 50 — 2,847 1,564 Volatility 44 % — % 43 % 42 % Expected term (years) 6.25 — 6.25 6.25 Dividend yield 0.76 % — % 1.11 % 3.06 % Risk-free interest rate 1.09 % — % 1.14 % 0.34 % Fair value of common stock $ 19.80 $ — $ 21.19 $ 5.39 Fair market value per option determined using a Black-Scholes-Merton Option pricing model for purposes of determining compensation expense $ 7.99 $ — $ 9.22 $ 1.58 After consideration of the difference between $8.54, the per share fair value of the Company’s Class A common stock used to record share-based compensation for certain equity awards granted in December 2020 and February 2021, and $22.00, which was the midpoint of the price range set forth on the cover page of the Company’s preliminary prospectus related to the Company’s IPO, the Company used a linear interpolated fair value from $8.54 to $22.00 to measure additional share-based compensation expense for its option and RSU grants made in December 2020, February 2021 and March 2021. As a result, the Company recorded additional share-based compensation expense of approximately $16,160 and $42,058 during the three and nine months ended September 30, 2021 and expects to recognize an additional share-based compensation amount of approximately $16,160 during the remaining three months of 2021. Further, the Company expects to recognize additional share-based compensation expense of approximately $8,441, $2,147 and $1,749 for the years ending 2022, 2023 and 2024, respectively, for the unvested portion of the December 2020, February 2021, and March 2 021 grants. Total share-based compensation expense including the additional share-based compensation discussed above was $37,286 and $1,339 for the three months ended September 30, 2021 and September 30, 2020, respectively, and $97,946 and $4,018 for the nine months ended September 30, 2021 and September 30, 2020, respectively. Of the total share based compensation expense, approximately $385 and $668 is included in cost of goods sold with the remaining amounts included in selling, general and administrative expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, respectively. In connection with the vesting of share-based payment awards for certain employees, the Company agreed to withhold shares of common stock from these employees to cover the cost of the income tax withholdings due upon release of the awards. During the three months ended September 30, 2021, the Company agreed to pay $17,396 and these employees agreed to forfeit approximately 991,660 shares of common stock. Through September 30, 2021, the total of the common stock withheld during the nine months ended September 30, 2021 was 2,429,980 shares for $57,969 and is recorded as treasury stock within Additional paid in capital in the condensed consolidated balance sheet. Employee Stock Purchase Plan |