Equity-Based Compensation | 12. EQUITY-BASED COMPENSATION 2021 Long-Term Incentive Plan The Board approved 2021 Long-Term Incentive Plan (the “2021 Plan”) was adopted by the Company’s stockholders on December 21, 2021, initially authorizing the Company to issue 10,131,638 shares of Common Stock. Annually, on each January 1 and through January 1, 2031, the 2021 Plan authorizes the Company to increase the shares available for issuance by an amount equal to the lesser of (a) 5 % of the total number of shares outstanding on the last day of the preceding calendar year or (b) such smaller number of shares as determined by the Company’s Board of Directors. On January 1, 2023, the Company added 4,348,415 shares to the shares available for issuance under the 2021 Plan. As of September 30, 2 023, 6,627,316 shares remained available for issuance pursuant to the 2021 Plan. Stock Option Award Activity For the three months ended September 30, 2023 and 2022, $ 0 a nd $ 62 , respectively, of equity-based compensation expense was recognized related to equity options granted, and for the nine months ended September 30, 2023 and 2022, $ 3 a nd $ 187 , respectively, of the equity-based compensation expense was recognized related to equity options granted. All equity options were fully vested as of July 1, 2023. The following table summarizes stock option activity for the nine months ended September 30, 2023: Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2022 6,915,715 $ 0.61 Exercised ( 233,467 ) 0.64 Forfeited ( 18,563 ) 0.74 Outstanding as of September 30, 2023 6,663,685 $ 0.60 Exercisable as of September 30, 2023 6,663,685 $ 0.60 Restricted Stock Units The fair value of Restricted Stock Units (“RSUs”) equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested. On May 24, 2023, th e Company granted 5,564,806 RSUs at a fair value of $ 1.51 per s hare to employees and Board members, which consisted of a mix of both time-based and performance-based vesting conditions (“PSUs”). The vesting conditions for the PSUs are based on achievement of revenue targets. Equity-based compensation expense was not recognized on the PSUs for the three and nine months ended September 30, 2023 and 2022, on the basis that achievement of the specified performance targets was not considered probable to be met in the periods. All PSUs granted in the year ended December 31, 2022 were cancelled as of December 31, 2022 due to not obtaining the defined targets of the related grants. For the three months ended September 30, 2023 and 2022 , $ 2,558 , and $ 2,694 of equity-based compensation expense was recognized, and for the nine months ended September 30, 2023 and 2022 , $ 5,823 and $ 8,413 of equity-based compensation expense was recognized, related to RSUs with time-based vesting conditions . The following summarizes RSU activity for the nine months ended September 30, 2023: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2022 2,764,681 $ 9.23 Granted 5,564,806 1.51 Vested ( 1,055,472 ) 9.01 Forfeited ( 169,943 ) 7.83 Outstanding as of September 30, 2023 7,104,072 $ 3.25 Employee Stock Purchase Plan On December 21, 2021, the Company’s stockholders approved the AdTheorent Holding Company, Inc. Employee Stock Purchase Plan (the “ESPP”) and the ESPP became effective on such date with an authorized 2,026,328 shares of common stock (subject to certain adjustments to reflect changes in the Company’s capitalization) are reserved and may be purchased by eligible employees who become participants in the ESPP. The purchase price per share of the common stock is the lesser of 85 % of the fair market value of a share of common stock on the offering date or 85 % of the fair market value of a share of common stock on the purchase date. The first offering period under the ESPP began August 15, 2022 and ended January 14, 2023. Beginning with the second offering period beginning January 14, 2023, each offering period will be six months. Pursuant to the ESPP, on January 1, 2023, the Company added 869,863 shares available for issuance. As of September 30, 2023, there were 2,552,353 shares of common stock available for issuance pursuant to the ESPP. Total compensation expense related to the ESPP was $ 26 and $ 27 for the three months ended September 30, 2023 and 2022, respectively, and $ 98 and $ 27 for the nine months ended September 30, 2023 and 2022, respectively, classified within each applicable operating expense category on the accompanying Consolidated Statements of Operations and in the equity-based compensation table below. The fair value of the purchase rights granted under the ESPP for the offering period beginning July 15, 2023 was $ 0.51 . It was estimated by applying the Black-Scholes Option-Pricing model (“BSM”) to the purchase period in the offering period using the following assumptions: July 15, 2023 Grant price $ 1.50 Expected term 6 months Expected volatility 65.19 % Risk-free interest rate 5.52 % Expected dividend yield 0.00 % Grant price - Closing stock price on the first day of the offering period Expected Term - The expected term is based on the end date of the purchase period of each offering period, which is three months from the commencement of each new offering period. Expected volatility - The expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on the Company’s stock. Risk-free interest rate - The risk-free interest rate is based on a United States (“U.S.”) Treasury rate in effect on the date of grant with a term equal to the expected term. Equity-Based Compensation Expense The following table summarizes the total equity-based compensation expense included in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Platform operations $ 412 $ 485 $ 919 $ 1,365 Sales and marketing 1,031 920 2,373 2,773 Technology and development 251 424 640 1,448 General and administrative 890 954 1,992 3,041 Total equity-based compensation expense $ 2,584 $ 2,783 $ 5,924 $ 8,627 Equity-based compensation included in capitalized softwa re development costs was $ 113 and $ 0 for the three months ended September 30, 2023 and 2022 , respectively and $ 257 and $ 0 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, all stock options were vested and the related compensation cost was fully recognized. As of September 30, 2023, there was $ 15,797 of total unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted average period of 1.6 years. |