Stock-Based Compensation | 12. Stock-Based Compensation Employee Equity Plans The following two tables show stock-based compensation by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Successor Predecessor Three months Three months Nine months Six months Three months 2021 2020 2021 2020 2020 (unaudited) Options $ 28 $ 186 $ 104 $ 1,594 $ 367 Restricted stock units 7,784 3,907 12,151 35,852 6,076 Employee stock purchase plan 565 — 565 — 666 Class A and Class B Units 2 2,629 4,902 3,104 — Total stock-based compensation $ 8,379 $ 6,722 $ 17,722 $ 40,550 $ 7,109 Successor Predecessor Three months Three months Nine months Six months Three months 2021 2020 2021 2020 2020 (unaudited) Subscription and support cost of revenue $ 257 $ 333 $ 652 $ 653 $ 301 Professional services and other cost of revenue 323 222 610 463 285 Sales and marketing 2,139 1,843 4,814 5,435 1,977 Research and development 2,292 2,149 4,896 7,193 1,874 General and administrative 3,368 2,175 6,750 26,806 2,672 Total stock-based compensation $ 8,379 $ 6,722 $ 17,722 $ 40,550 $ 7,109 In connection with the Take-Private Transaction on March 31, 2020, and except for certain executives, outstanding stock options and restricted stock units (“RSUs”, together with the stock options “equity awards”), whether vested or unvested, were cancelled and replaced with the right to receive $ 49.00 per share in cash, less the applicable exercise price per share and applicable withholding taxes (the “per share price”), with respect of each share of common stock underlying such award (“Cash Replacement Awards”). The per share price attributed to the unvested equity awards will vest and be payable at the same time such equity awards would have vested pursuant to their original terms prior to the replacement. During the unaudited nine and three months ended September 30, 2021 (Successor), and unaudited six and three months ended September 30, 2020 (Successor), the Company recognized $ 6.1 million, $ 1.7 million, $ 37.4 million, and $ 4.1 million of stock-based compensation expense associated with the Cash Replacement Awards, respectively. Successor In July 2021, our board of directors adopted the 2021 Omnibus Incentive Plan (the “ 2021 Plan ” ) in order to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer eligible individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The 2021 Plan provides for potential grants of the following awards with respect to shares of the Company’s common stock: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options or any other form of stock options; (iii) restricted stock units; (iv) performance awards; (v) Other equity-based and cash-based incentive awards as determined by the Committee (meaning any committee of the board of directors duly authorized by the board of directors to administer the 2021 Plan). The maximum aggregate number of shares of the Company’s common stock that may be issued pursuant to awards under the 2021 Plan is 18,000,000 shares (the “Plan Share Reserve”). The 2021 Plan also contains a provision that will add an additional number of shares of common stock to the Plan Share Reserve on the first day of each year starting with January 1, 2022, equal to the lesser of (i) the positive difference between (x) 4 % of the outstanding common stock on the last day of the immediately preceding year, and (y) the Plan Share Reserve on the last day of the immediately preceding year, and (ii) a lower number of shares of common stock as may be determined by the board of directors. On July 21, 2021, the board of directors granted 1,689,950 RSUs to employees and certain members of the board of directors under the 2021 Plan. Each RSU entitles the recipient to receive one share of the Company's common stock upon vesting. The RSUs are subject to time-based service requirements and generally vest over four years with one quarter of the RSUs vesting on the first anniversary of the vesting commencement date and then one sixteenth vesting quarterly thereafter with vesting commencement dates generally ranging from March 2021 to September 2021. The aggregate fair value of the RSUs granted on the date of the IPO was the IPO price for the underlying common stock of the Company, or $ 20.00 , and totaled $ 34.0 million. Restricted Stock Units Restricted Stock Unit activity on or after the IPO date was as follows during the periods indicated, presented for awards granted to employees and members of the board of directors (unaudited, in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Outstanding as June 30, 2021 — $ — Granted 1,719 20.04 Vested — — Forfeited or cancelled ( 62 ) 20.00 Outstanding at September 30, 2021 1,657 $ 20.04 As of September 30, 2021, total unrecognized compensation cost related to unvested RSUs granted on or after the IPO date amounted to $ 31.0 million, which is expected to be recognized over a weighted average period of 3.5 years. Incentive Units In April 2020, as part of the Take-Private Transaction, the board of managers approved the Instructure Parent, LP Incentive Equity Plan (the “2020 Plan”) and the Instructure Co-Invest Agreement (the “Co-Invest Agreement”) to incentivize employees and to align the employees and management with the owners of the business. The 2020 Plan provides for the grant of incentive stock options, profits interest, equity appreciation rights and other forms of awards to employees and non-employees granted or denominated in shares of the TopCo’s Units. Under the 2020 Plan, 10,000,000 Class B Units (“Incentive Units”) were reserved for issuance (“Incentive Carry”) and do not have a contractual life. Incentive Carry grants are subject to a service and a performance vesting condition based on the achievement of an EBITDA target as established by the Company’s board of managers, over a performance period of four years . The Co-Invest Agreement offered employees the one-time opportunity to co-invest in TopCo by purchasing Units directly from the Company for cash. Under the Co-Invest agreement, the purchase price for one Class A unit and 72 Class B units was $ 1,000 , which is the same investment allocation between the two unit classes as the investment made by existing investors at the time of the Take-Private Transaction. The minimum cash investment was $ 2,500 . Any consideration received in excess of the investment has been recognized as stock-based compensation in the consolidated statements of operations. Additionally, TopCo granted 480,000 Incentive Units to certain members of the board of managers that were only subject to service-based vesting conditions over four years (“Board Carry”). These Incentive Units are not included in the Incentive Carry pool previously discussed and there is no contractual life. In connection with the stock-split and IPO, 2,271,698 Incentive Units that were vested as of the IPO date converted to 1,305,738 shares of the Company's common stock and were released to the Unit holders, and 6,126,802 Incentive Units unvested as of the IPO date were exchanged for 3,496,739 RSUs under the 2021 Plan. The RSUs will generally vest in 11 equal quarterly installments commencing September 1, 2021. In connection with this conversion, the Company will incur incremental stock-based compensation expense of $ 12.4 million, which will be recognized over the remaining vesting period of the awards. The following table summarizes the activity under the 2020 Plan, inclusive of the Incentive Carry and Board Carry, and their conversion into RSUs under the 2021 Plan (unaudited, in thousands, except per unit amounts): RSUs - Pre IPO Weighted Average Grant Date Fair Value Per Unit Outstanding Incentive Units at December 31, 2020 8,666 $ 4.03 Incentive Units granted — — Incentive Units forfeited or cancelled ( 268 ) 4.09 Incentive Units vested at IPO ( 2,271 ) 4.04 Incentive Units exchanged for RSUs ( 6,127 ) — Incentive Units after IPO — — RSUs exchanged from Incentive Units 3,497 — RSUs forfeited or cancelled ( 60 ) 11.03 RSUs vested ( 306 ) 9.32 Outstanding RSUs at September 30, 2021 3,131 $ 10.76 The following table summarizes the assumptions relating to our Incentive Units used in the option pricing model to establish the grant date fair value for the Successor Period from April 1, 2020 to December 31, 2020: Period from April 1 to December 31, 2020 Dividend yield None Volatility 60 % Risk-free interest rate 0.3 % Expected life (years) 4.3 - 4.7 There were no Incentive Units granted subsequent to December 31, 2020. As of September 30, 2021 (unaudited) and December 31, 2020, we had $ 32.5 million and $ 28.2 million of unrecognized stock-based compensation expense related to unvested Incentive Units exchanged for RSUs as of July, 21 2021, that are expected to be recognized over a weighted-average period of 2.5 and 3.3 years, respectively. 2021 Employee Stock Purchase Plan In July 2021, our board of directors adopted, and our stockholders approved, the 2021 ESPP. The 2021 ESPP became effective upon the closing of our IPO and provides for the grant of rights to purchase shares of our common stock. The 2021 Plan initially reserves 1,900,000 shares of common stock under the plan, which automatically increases on January 1 of each calendar year, beginning on January 1, 2022 and continuing through and including January 1, 2031 by an amount equal to 1 % of the shares outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares as is determined by the board of directors. The plan allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to any plan limitations. The initial offering will consist of one offering period, which will end on February 28, 2022. After the initial offering ends, a new offering period will begin on the date designated by the board of directors. Each new offering will begin on or about March 1 and September 1 and will be approximately six months in duration. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85 % of the lesser of (1) the fair market value of our common stock on the offering date or (2) the fair market value of our common stock on the purchase date. The following table summarizes the assumptions relating to 2021 ESPP purchase rights used in a Black-Scholes option pricing model for the three months ended September 30, 2021: Three months 2021 Dividend yield None Volatility 47 % Risk-free interest rate 0.06 % Expected life (years) .6 Predecessor In August 2015, our board of directors adopted the 2015 Equity Incentive Plan (the “2015 Plan”) and our stockholders approved the 2015 Plan in October 2015. The 2015 Plan became effective in connection with the Predecessor's first initial public offering (the “initial IPO”) and provided for the grant of incentive stock options, nonqualified options, restricted stock units, stock appreciation rights, and shares of restricted stock. As of December 31, 2019, there were 7,491,786 shares of common stock authorized under the 2015 Plan. The 2015 Plan also provided that the number of shares reserved and available for issuance under the plan automatically increased each January 1, beginning on January 1, 2016 and continuing through and including January 1, 2025, by 4.5 % of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. This number was subject to adjustment in the event of a stock split, stock dividend or other change in our capital structure. Additionally, as part of our acquisition of Portfolium, we assumed the Portfolium 2014 Plan. No shares are available for issuance under the Portfolium 2014 Plan. The board of directors determined the terms of each grant. Generally, options have a vesting period ranging from one to four years. Stock options have a ten-year contractual life. Certain stock options had provisions to accelerate vesting upon the occurrence of certain events such as a change in control. Certain stock options provided for early exercise of unvested shares. All options were granted with an exercise price equal to or greater than the estimated fair value of our common stock at the date of grant. The fair value of the common stock that underlies the stock options has historically been determined by the board of directors based, in part, upon periodic valuation studies obtained from a third-party valuation firm. After the initial IPO and prior to the Take-Private Transaction, the fair value was determined by the then closing price of our common stock as reported on the New York Stock Exchange on the date of grant. There were no grants between the Take-Private Transaction and the date we were de-listed from the New York Stock Exchange. In August 2015, our board of directors adopted the 2015 ESPP. Our stockholders approved the 2015 ESPP in October 2015, which became effective on the closing date of the initial IPO. A total of 333,333 shares of our common stock were initially reserved for issuance under the 2015 ESPP. The number of shares reserved for issuance increased automatically each year, beginning January 1, 2016 through and including January 1, 2025 by the lesser of 1 % of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year; 333,333 shares of common stock; or such lesser number as determined by our board of directors. As of December 31, 2019, there were 1,533,205 shares authorized under the 2015 ESPP. The plan allowed eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to any plan limitations. Our board of directors approved the 2015 ESPP offerings. Each offering did not to be identical, but could not exceed 27 months and could specify one or more shorter purchase periods within the offering. On each purchase date, eligible employees could purchase our stock at a price per share equal to 85 % of the lesser of (1) the fair market value of our stock on the offering date or (2) the fair market value of our stock on the purchase date. As of January 1, 2020, 602,094 shares were reserved for future issuance under the 2015 ESPP. No shares of common stock were issued during the unaudited three months ended March 31, 2020. In Connection with the Take-Private Transaction on March 31, 2020, and except for certain executives, outstanding equity awards (including under the 2015 Plan, the Portfolium 2014 Plan and the 2015 ESPP), whether vested or unvested, were cancelled and replaced with the right to receive the Cash Replacement Awards. The following table summarizes the assumptions relating to the 2015 ESPP purchase rights used in a Black Scholes option pricing model for the unaudited three months ended March 31, 2020: Three Months Ended March 31, 2020 2015 Employee Stock Purchase Plan Dividend yield None Volatility 29.69 % Risk-free interest rate 1.62 % Expected life (years) 0.5 Fair value of common stock $ 52.52 The Company did no t grant any employee stock options during the unaudited three months ended March 31, 2020. The following table summarizes the stock option activity for the unaudited three months ended March 31, 2020 (in thousands, except per share amounts): Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Fair Value Outstanding at January 1, 2020 601 $ 18.25 6.2 $ 17,992 Granted — — Exercised ( 131 ) 8.16 5,297 Forfeited or cancelled — 12.24 13 Outstanding at March 31, 2020 470 21.07 3.2 13,113 Vested and expected to vest - March 31, 2020 470 21.07 3.2 13,113 Exercisable at March 31, 2020 (1) 343 $ 16.84 3.6 $ 11,033 (1) Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. The following table summarizes the activity of our unvested stock options for the unaudited three months ended March 31, 2020 (in thousands, except per share amounts): Shares Underlying Options Weighted Average Grant Date Fair Value Per Share Unvested at January 1, 2020 159 $ 17.92 Granted — — Vested ( 32 ) 16.05 Forfeited — — Unvested at March 31, 2020 (1) 127 $ 18.38 (1) Options were replaced for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction upon meeting certain vesting conditions in the Successor Period. The total intrinsic value of options exercised was $ 5.3 million during the unaudited three months ended March 31, 2020. The total fair value of options vested during the unaudited three months ended March 31, 2020 was $ 0.5 million. The activity for RSUs for the unaudited three months ended March 31, 2020 is as follows (in thousands, except per share amounts): RSUs Outstanding Shares Weighted Average Grant Date Fair Value Per Share Unvested and outstanding at January 1, 2020 2,584 $ 40.38 Granted 5 48.27 Vested ( 233 ) 36.97 Cancelled ( 240 ) 38.90 Unvested and outstanding at March 31, 2020 (1) 2,116 (1) Shares were replaced for rights to receive $ 49.00 per share in cash on March 31, 2020, upon consummation of the Take-Private Transaction upon meeting certain vesting conditions in the Successor Period. |