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Equity Plans and Share Repurchase Program
3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]  
EQUITY (DEFICIT) EQUITY PLANS AND SHARE REPURCHASE PROGRAM
Stock-Based Compensation Plans

We maintain the Amended and Restated Fortinet, Inc. 2009 Equity Incentive Plan (the “Amended Plan”) pursuant to which we have granted RSUs, stock options and PSUs. As of March 31, 2023, there were a total of 53.1 million shares of common stock available for grant under the Amended Plan.

Restricted Stock Units

The following table summarizes the activity and related information for RSUs for the periods presented below (in millions, except per share amounts):
 Restricted Stock Units Outstanding
 Number of SharesWeighted-Average Grant Date Fair Value per Share
Balance—December 31, 202210.5 $40.94 
Granted3.6 60.16 
Forfeited(0.1)42.41 
Vested(1.9)34.86 
Balance—March 31, 2023
12.1 $47.59 


Stock compensation expense is recognized on a straight-line basis over the vesting period of each RSU. As of March 31, 2023, total compensation expense related to unvested RSUs granted to employees and non-employees under the Amended Plan, but not yet recognized, was $535.8 million, with a weighted-average remaining vesting period of 3.0 years.

RSUs settle into shares of common stock upon vesting. Upon the vesting of the RSUs, we net-settle the RSUs and withhold a portion of the shares to satisfy employee withholding tax requirements. The payment of the withheld taxes to the tax authorities is reflected as a financing activity within the condensed consolidated statements of cash flows.

The following summarizes the number and value of the shares withheld for employee taxes (in millions):
Three Months Ended
March 31,
2023
March 31,
2022
Shares withheld for taxes0.7 1.1 
Amount withheld for taxes$34.6 $64.8 

Employee Stock Options

The following table summarizes the weighted-average assumptions relating to our employee stock options: 
 Three Months Ended
 March 31,
2023
March 31,
2022
Expected term in years4.44.4
Volatility42.0 %41.0 %
Risk-free interest rate4.2 %1.8 %
Dividend rate— %— %
The following table summarizes the stock option activity and related information for the periods presented below (in millions, except exercise prices and contractual life):
 Options Outstanding
 Number
of Shares
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
Balance—December 31, 202213.2 $24.37 3.5$344.8 
Granted1.1 60.21 
Forfeited— 39.42 
Exercised(1.7)12.99 
Balance—March 31, 202312.6 $28.99 
Options vested and expected to vest—March 31, 202312.6 $28.99 3.8$472.0 
Options exercisable—March 31, 20238.3 $19.23 2.9$390.2 

The aggregate intrinsic value represents the difference between the exercise price of stock options and the quoted market price of our common stock for all in-the-money stock options. Stock compensation expense is recognized on a straight-line basis over the vesting period of each stock option. As of March 31, 2023, total compensation expense related to unvested stock options granted to employees but not yet recognized was $73.4 million, with a weighted-average remaining vesting period of 3.0 years.

Additional information related to our stock options is summarized below (in millions, except per share amounts):
Three Months Ended
March 31,
2023
March 31,
2022
Weighted-average fair value per share granted $24.24 $22.32 
Intrinsic value of options exercised $72.7 $29.9 
Fair value of options vested$11.7 $10.2 

Market/Performance-Based PSUs

We granted market/performance-based PSUs under the Amended Plan to certain of our executives. Based on the achievement of the market/performance-based vesting conditions during the performance period, the final settlement of the PSUs will range between 0% and 200% of the target shares underlying the PSUs based on the percentile ranking of our total stockholder return over one-, two-, three- and four-year periods among companies included in the S&P 500 Index. 20%, 20%, 20% and 40% of the PSUs vest over one-, two-, three- and four-year service periods, respectively.

The following table summarizes the weighted-average assumptions relating to our PSUs for the three months ended March 31, 2023:
 Three Months Ended
 March 31,
2023
Expected term in years2.7
Volatility47.5 %
Risk-free interest rate4.6 %
Dividend rate— %

We granted approximately 0.3 million shares of PSU awards with a grant date fair value of $90.96 per share to certain of our executives during the three months ended March 31, 2023. The grant date fair value of these awards is determined using
a Monte Carlo simulation pricing model. None of these PSU awards were vested or forfeited during the three months ended March 31, 2023.

As of March 31, 2023, total compensation expense related to unvested PSUs that were granted to certain of our executives, but not yet recognized, was $26.5 million. This expense is expected to be amortized on a graded vesting method over a weighted-average vesting period of 2.7 years.

Stock-Based Compensation Expense

Stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, is included in costs and expenses (in millions):
 Three Months Ended
 March 31,
2023
March 31,
2022
Cost of product revenue$0.4 $0.4 
Cost of service revenue5.1 4.5 
Research and development17.0 15.1 
Sales and marketing26.3 26.7 
General and administrative8.2 7.2 
Total stock-based compensation expense$57.0 $53.9 

The following table summarizes stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, by award type (in millions):
 Three Months Ended
 March 31,
2023
March 31,
2022
RSUs$49.1 $48.3 
Stock options6.7 5.6 
PSUs$1.2 $— 
Total stock-based compensation expense$57.0 $53.9 

Total income tax benefit associated with stock-based compensation that is recognized in the condensed consolidated statements of income is as follows (in millions):
Three Months Ended
March 31,
2023
March 31,
2022
Income tax benefit associated with stock-based compensation $12.6 $11.8 

Share Repurchase Program

In February 2023, our board of directors approved an extension of the Repurchase Program originally approved by our board of directors in January 2016 to February 29, 2024. Under the Repurchase Program, the aggregate amount authorized to repurchase our outstanding common stock was $5.25 billion. Share repurchases may be made by us from time to time in privately negotiated transactions or in open-market transactions. The Repurchase Program does not require us to purchase a minimum number of shares, and may be suspended, modified or discontinued at any time without prior notice. Refer to Note 16, Subsequent Events, for information regarding the approved $1.0 billion increase in the authorized stock repurchase under the Repurchase Program in April 2023.

There were no shares repurchased under the Repurchase Program during the three months ended March 31, 2023. As of March 31, 2023, $529.6 million remained available for future share repurchases under the Repurchase Program.