Stock-based compensation | Stock-based compensation Total stock-based compensation expense for all equity arrangements for the years ended December 31, 2024, 2023, and 2022 were as follows: December 31, 2024 2023 2022 Cost of revenue $ 368 $ 452 $ 507 Sales and marketing 17,782 23,371 13,520 Technology and development 19,198 17,538 9,937 General and administrative 22,414 39,742 20,788 Total $ 59,762 $ 81,103 $ 44,752 The Company maintains multiple stock-based incentive compensation plans. Expense relating to outstanding awards under such plans is summarized as follows: December 31, Unamortized Expense as of Weighted 2024 2023 2022 December 31, 2024 Time-Based Options 2018 Plan $ 779 $ 3,989 $ 13,727 2021 Plan 2,076 2,279 3,094 Total Time-Based Options Expense $ 2,855 $ 6,268 $ 16,821 $ 933 0.5 years Return-Target Options 2018 Plan $ (653) $ 18,215 $ — 2021 Plan (397) 3,124 — Total Return-Target Options Expense $ (1,050) $ 21,339 $ — $ — 0.0 years LTIP Expense (2018 Plan) $ — $ 333 $ — Other Equity Awards Under 2021 Plan Restricted Stock Units ("RSUs") $ 41,445 $ 34,698 $ 22,548 $ 98,515 2.8 years Market Stock Units ("MSUs") 14,880 17,093 5,070 14,438 2.2 years Other Equity Awards Under 2021 Plan Expense $ 56,325 $ 51,791 $ 27,618 $ 112,953 Employee Stock Purchase Plan ("ESPP") $ 1,632 $ 1,372 $ 313 Total Stock-Based Compensation Expense $ 59,762 $ 81,103 $ 44,752 $ 113,886 Integral Ad Science Holding Corp. Amended and Restated 2018 Non-Qualified Stock Option Plan On August 1, 2018, the Company adopted the 2018 Non-Qualified Stock Option Plan (“2018 Plan”). Under the 2018 Plan, the Company issued (i) Time-Based Options that vested over four years with 25% vesting after twelve months and an additional 6.25% vesting at the end of each successive quarter thereafter; and (ii) Return-Target Options. In connection with the Company’s IPO, the 2018 Plan was amended and restated (“Amended and Restated 2018 Plan”) with the following modifications: (i) a provision to repurchase the Time-Based Options at cost upon resignation of the employee was removed and (ii) the Return-Target Options were modified to include vesting upon a sale of shares by Vista following the IPO resulting in Vista realizing a cash return on its investment in the Company equaling or exceeding $1.17 billion. The Return-Target Options become exercisable following both (i) a registration of shares of common stock held by Vista and (ii) Vista realizing a cash return on its investment in the Company equaling or exceeding $1.17 billion. During the second quarter of 2023, with the filing of a “shelf” registration statement on Form S-3, the market condition and the implied performance condition relating to the Return-Target Options were deemed to be probable and the Company recorded $23,450 of stock-based compensation expense at that time. Vesting of the Time-Based Options accelerates when the Return-Target Options vest and therefore, recognition of the remaining unamortized stock compensation expense related to the Time-Based Options will accelerate when the Return-Target Options vest. The total number of Time-Based Options and Return Target Options outstanding under the Amended and Restated 2018 Plan as of December 31, 2024, were 2,219,944 and 1,293,493, respectively. The Company does not expect to issue any additional awards under the Amended and Restated 2018 Plan. 2021 Omnibus Incentive Plan (“2021 Plan”) On June 29, 2021, the Company adopted the 2021 Plan to incentivize executive officers, management, employees, consultants and directors of the Company and to align the interests of the participants with those of the Company’s shareholders. As of December 31, 2024, there were 43,059,189 shares reserved for issuance under the 2021 Plan and the total number of shares reserved for issuance under the 2021 Plan is increased on January 1 of each of the first 10 calendar years during the term of the 2021 Plan, by the lesser of (i) 5% of the total number of shares of common stock outstanding on each December 31 immediately prior to the date of increase or (ii) such number of shares of common stock determined by our Board or compensation committee. As of December 31, 2024, there are 1,002,162 total options outstanding under the 2021 Plan, consisting of 667,866 Time-Based Options and 334,296 Return-Target Options. The vesting conditions for the options issued under the 2021 Plan are identical to those described under the Amended and Restated 2018 Plan. Time-Based Service Option activity Time-Based Service Option activity is as follows: Options Weighted Weighted Intrinsic Value Outstanding as of December 31, 2023 3,060,388 $ 7.70 5.70 $ 23,251 Canceled or forfeited (108,529) 16.60 — — Exercised (64,049) 6.38 — — Outstanding as of December 31, 2024 2,887,810 $ 7.39 4.61 $ 13,859 Vested and expected to vest as of December 31, 2024 2,887,810 $ 7.39 4.61 $ 13,859 Exercisable as of December 31, 2024 2,804,324 $ 7.07 4.56 $ 13,859 Options Weighted Weighted Intrinsic Value Outstanding as of December 31, 2022 4,251,290 $ 8.07 6.97 $ 12,163 Conversion of Return-Target Options to Time-Based Options 9,112 8.58 — — Canceled or forfeited (198,221) 14.43 — — Exercised (1,001,793) 7.98 — — Outstanding as of December 31, 2023 3,060,388 $ 7.70 5.70 $ 23,251 Vested and expected to vest as of December 31, 2023 3,060,388 $ 7.70 5.70 $ 23,251 Exercisable as of December 31, 2023 2,688,644 $ 6.64 5.48 $ 22,573 Options Weighted Weighted Intrinsic Value Outstanding as of December 31, 2021 6,648,975 $ 7.46 7.76 $ 98,055 Granted — — — — Canceled or forfeited (810,957) 10.04 — — Exercised (1,586,728) 4.51 — — Outstanding as of December 31, 2022 4,251,290 $ 8.07 6.97 $ 12,163 Vested and expected to vest as of December 31, 2022 4,251,290 $ 8.07 6.97 $ 12,163 Exercisable as of December 31, 2022 3,033,235 $ 6.34 6.59 $ 10,878 Return-Target Option activity Return-Target Option activity is as follows: Options Weighted Weighted Intrinsic Value Outstanding as of December 31, 2023 1,725,030 $ 7.47 5.78 $ 13,318 Canceled or forfeited (97,241) 11.40 — — Exercised — — — — Outstanding as of December 31, 2024 1,627,789 $ 7.24 4.71 $ 7,743 Vested and expected to vest as of December 31, 2024 1,627,789 $ 7.24 4.71 $ 7,743 Exercisable as of December 31, 2024 — $ — — $ — Options Weighted Weighted Intrinsic Value Outstanding as of December 31, 2022 2,153,264 $ 8.03 6.97 $ 6,190 Conversion of Return-Target Options to Time-Based Options (9,112) 8.58 — — Canceled or forfeited (419,122) 10.34 — — Exercised — — — — Outstanding as of December 31, 2023 1,725,030 $ 7.47 5.78 $ 13,318 Vested and expected to vest as of December 31, 2023 1,725,030 $ 7.47 5.78 $ 13,318 Exercisable as of December 31, 2023 — $ — — $ — Options Weighted Weighted Intrinsic Value Outstanding as of December 31, 2021 3,265,126 $ 7.53 7.27 $ 47,947 Granted — — — — Canceled or forfeited (1,111,862) 6.54 — — Exercised — — — — Outstanding as of December 31, 2022 2,153,264 $ 8.03 6.97 $ 6,190 Vested and expected to vest as of December 31, 2022 2,153,264 $ 8.03 6.97 $ 6,190 Exercisable as of December 31, 2022 — $ — — $ — Restricted Stock Units The RSUs under the 2021 Plan granted prior to May 2022 vest 25% each year and become fully vested after 4 years of service. RSUs under the 2021 Plan granted during or after May 2022 vest 6.25% at the end of each successive quarter and become fully vested after 4 years of service. RSU activity for the years ended December 31, 2024, and 2023 is as follows: RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 2,426,147 $ 19.43 Granted 8,050,276 10.78 Canceled or forfeited (1,306,090) 16.17 Vested (1,084,966) 15.48 Outstanding as of December 31, 2022 8,085,367 $ 11.88 Granted 4,936,078 13.56 Canceled or forfeited (1,064,682) 13.35 Vested (2,942,328) 12.54 Outstanding as of December 31, 2023 9,014,435 $ 12.41 Granted 5,997,330 10.45 Canceled or forfeited (2,239,793) 11.14 Vested (3,207,853) 12.09 Outstanding as of December 31, 2024 9,564,119 $ 11.59 Vested and expected to vest as of December 31, 2024 9,564,119 Market Stock Units The Company granted MSUs under the 2021 Plan to certain executive officers. MSUs vest over four years, 25% on the first anniversary of the vesting commencement date and 6.25% at the end of each quarter thereafter. The number of MSUs eligible to vest is based on the performance of the Company's common stock over each applicable vesting period. The number of shares eligible to vest is calculated based on a payout factor. The payout factor is calculated by dividing (i) the average closing price of the Company's stock during the ten trading days immediately preceding the applicable vesting date by (ii) the closing price of the Company's stock on the vesting commencement date. The payout factor is zero if the quotient is less than 0.60 and is capped at 2.25. This quotient is then multiplied by the target number of MSUs granted to the relevant officer to determine the number of shares to be issued to the officer at vesting. The grant date fair value of the MSUs was determined using a Monte-Carlo simulation. The Company uses the accelerated attribution method to account for these awards. MSU activity for the year ended December 31, 2024, is as follows: MSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 1,465,286 14.53 Canceled or forfeited (256,024) 14.41 Vested — — Outstanding as of December 31, 2022 1,209,262 $ 14.55 Granted 1,446,396 21.01 Canceled or forfeited (444,979) 16.52 Change in awards based on performance 139,609 14.93 Vested (549,802) 14.97 Outstanding as of December 31, 2023 1,800,486 $ 19.28 Granted 1,395,332 14.86 Canceled or forfeited (517,284) 18.51 Change in awards based on performance (133,473) 21.38 Vested (515,890) 18.57 Outstanding as of December 31, 2024 2,029,171 $ 16.09 Vested and expected to vest as of December 31, 2024 2,029,171 2021 Employee Stock Purchase Plan (“ESPP”) The Company adopted the ESPP for the primary purpose of incentivizing employees in future periods. As of December 31, 2024, 6,161,033 shares of common stock are reserved for issuance under the ESPP, and the number of shares available for issuance is increased on January 1 of each calendar year beginning in 2022 and ending in and including 2031, by an amount equal to the lesser of (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our Board, subject to a maximum of 16,000,000 shares of our common stock for the portion of the ESPP intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. All Company employees and employees of designated subsidiaries are eligible to participate in the ESPP and may purchase shares through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25 in any annual period for the portion of the ESPP intended to qualify as an employee purchase plan under Section 423 of the Internal Revenue Code. The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions at a price equal to 85% of the fair market value of the shares on (i) the first business day of the offering period or (ii) the last business day of the offering period, whichever is lower. The ESPP is offered to employees in six-month windows, with phases beginning on February 1 and August 1 of each calendar year. No shares were issued under the ESPP for the year ended December 31, 2022. For the window that ended on January 31, 2023, employees purchased 111,163 shares at a price of $7.93 per share. For the window that ended on July 31, 2023, employees purchased 162,406 shares at a price of $8.77 per share. For the window that ended on January 31, 2024, employees purchased 153,239 shares at a price of $12.37 per share. For the window that ended on July 31, 2024, employees purchased 172,615 shares at a price of $8.65 per share. After such purchases, 5,561,610 shares were available for future purchase under the ESPP. |