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Employee Benefits and Stock-based Compensation
12 Months Ended
Jan. 31, 2022
Postemployment Benefits [Abstract]  
Employee Benefits and Stock-based Compensation

 

12. Employee Benefits and Stock-based Compensation

401(k) Plan

The Company maintains a defined contribution 401(k) plan (the “401(k) Plan”) for all of its eligible U.S. employees. Under the 401(k) Plan, eligible employees may contribute up to the Internal Revenue Service annual contribution limitation. The Company is responsible for administrative costs of the Plan. The Company’s contribution expense for the fiscal year ended January 31, 2022 was approximately $0.6 million. The Company did not make any matching contributions prior to fiscal year 2022.

Stock Option Plans

2004 Stock Plan. The 2004 Stock Plan provides for the grant of incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), nonstatutory stock options (“NSOs”), stock purchase rights to acquire restricted stock and restricted stock units. Upon the completion of the IPO, no additional awards will be granted under the 2004 Plan and the 2004 Plan was terminated. However, all outstanding stock options and other awards previously granted under the 2004 Plan will remain subject to the terms of the 2004 Plan.

2012 Equity Incentive Plan. The 2012 Equity Incentive Plan, or 2012 EIP, permits the grant of ISOs, within the meaning of Section 422 of the Code, to employees of the Company and any of the Company’s subsidiary corporations, and the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, deferred stock units and dividend equivalents to employees, directors and consultants of the Company and any of the Company’s subsidiary corporations’ employees and consultants.

2021 Equity Incentive Plan. In June 2021, the Company’s shareholders approved the 2021 Equity Incentive Plan, or 2021 EIP. The 2021 EIP permits the grant of ISOs, within the meaning of Section 422 of the Code, to employees of the Company and any of the Company’s subsidiary or parent corporations, and the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors and consultants of the Company and any of the Company’s subsidiary or parent corporations’ employees and consultants. Upon adoption of the 2021 EIP, the total number of ordinary shares of the Company  reserved for issuance under the 2021 Plan was equal to, subject to adjustments upon changes in capitalization as provided under the 2021 EIP, 1,350,000 ordinary shares, plus (i) any ordinary shares subject to outstanding awards granted under the 2012 EIP, that, after the date the 2012 EIP is terminated, are cancelled, expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company due to failure to vest, and (ii) any ordinary shares that, as of immediately prior to the termination of the 2012 EIP, were available for grant under the 2012 EIP, up to a maximum of 6,834,208 ordinary shares pursuant to clauses (i) and (ii).

In the first quarter of fiscal year 2022 and 2021, the Company added 1,599,634 and 1,521,252 ordinary shares, respectively, to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the 2012 EIP. Upon the approval of the 2021 EIP, the 2012 EIP was terminated. No additional awards will be granted under the 2012 EIP and any shares that were reserved but not issued under the 2012 EIP became available for future grant or sale under the 2021 EIP. However, all outstanding stock options and other awards previously granted under the 2012 EIP will remain subject to the terms of the 2012 EIP.

Oculii Corp. 2017 Stock Option Plan. In November 2021, the Company assumed the Oculii Corp. 2017 Stock Option Plan, or 2017 Plan, as part of the acquisition of Oculii.  No additional awards will be granted under the 2017 Plan. However, all outstanding stock options previously granted under the 2017 Plan will remain subject to the terms of the 2017 Plan and any outstanding stock options that are cancelled or forfeited due to failure to vest will immediately expire from the 2017 Plan.

The exercise price of ISOs granted to a holder of more than 10% of the voting power of all classes of the Company’s shares shall be no less than 110% of fair market value on the grant date. The exercise price of ISOs granted to other employees and NSOs shall be no less than 100% of fair market value on the grant date. Options granted under the Plan have a term of up to 10 years from grant date. Options granted to new employees generally vest 25% on the first anniversary service date of the grant and the remainder vest ratably over the following 36 months.

Restricted stock and restricted stock units granted to new employees generally vest as to 1/4th of the shares on the first anniversary service date of the grant and 1/16th of the shares vest every 3 months thereafter, so as to be 100% vested on the fourth anniversary of the vesting commencement date.

Vesting schedules for other service condition, market condition or performance condition awards vary and are subject to approval by the Board of Directors; provided that the performance condition associated awards shall not vest at all until the performance conditions are achieved and are subject to the award’s holders continuing to provide services to the Company through such vesting dates. The performance condition awards are automatically forfeited in their entirety, without any cost to or action by the Company, if there has been no achievement of the performance. The holders of restricted stock have voting power and other rights with respect to such shares, provided, however, that such shares are held in escrow and subject to forfeiture until the shares vested.

        Amended and Restated 2012 Employee Stock Purchase Plan. The Amended and Restated 2012 Employee Stock Purchase Plan, or ESPP, permits eligible participants to purchase ordinary shares at a discount through contributions up to 15% of their eligible compensation, subject to any IRS limitations. The ESPP provides each offering and purchasing period of six months in duration. The purchase price is 85% of the lower of the closing price of the Company’s ordinary shares on the first trading day of each offering period or on the purchase date.

In the first quarter of fiscal year 2022 and 2021, the Company added 444,343 and 422,570 ordinary shares, respectively, to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on February 1st of each fiscal year, the number of ordinary shares reserved for issuance under the ESPP is automatically increased by a number equal to the lesser of (i) 1,500,000 ordinary shares, (ii) one and one quarter percent (1.25%) of the aggregate number of ordinary shares outstanding on such date, or (iii) an amount determined by the Company’s Board of Directors or a duly authorized committee of the Board of Directors.

Stock-based Compensation

The following table presents the classification of stock-based compensation for the periods indicated:

 

  

 

Year Ended January 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

1,489

 

 

$

1,328

 

 

$

1,184

 

Research and development

 

 

54,787

 

 

 

42,903

 

 

 

41,842

 

Selling, general and administrative

 

 

31,525

 

 

 

25,903

 

 

 

23,845

 

Total stock-based compensation

 

$

87,801

 

 

$

70,134

 

 

$

66,871

 

 

For the twelve months ended January 31, 2022, approximately $7.8 million of stock-based compensation expense was accrued in accrued and other current liabilities in the consolidated balance sheets. As of January 31, 2022, total unrecognized compensation cost related to unvested stock options was $27.7 million and is expected to be recognized over a weighted-average period of 2.53 years. Total unrecognized compensation cost related to unvested restricted stock units was $194.4 million and is expected to be recognized over a weighted-average period of 2.32 years. The restricted stock awards were fully vested as of January 31, 2020.   

The following table sets forth the weighted-average assumptions used to estimate the fair value of stock options and employee stock purchase plan awards for the periods indicated:

 

  

 

Year Ended January 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Stock Options:

 

 

 

 

 

 

 

 

 

 

 

 

Volatility

 

 

51

%

 

 

52

%

 

 

52

%

Risk-free interest rate

 

 

1.04

%

 

 

0.52

%

 

 

1.82

%

Expected term (years)

 

 

5.06

 

 

 

5.78

 

 

 

6.01

 

Dividend yield

 

 

0

%

 

 

0

%

 

 

0

%

Employee stock purchase plan awards:

 

 

 

 

 

 

 

 

 

 

 

 

Volatility

 

 

57

%

 

 

59

%

 

 

47

%

Risk-free interest rate

 

 

0.06

%

 

 

0.21

%

 

 

2.23

%

Expected term (years)

 

 

0.5

 

 

 

0.5

 

 

 

0.5

 

Dividend yield

 

 

0

%

 

 

0

%

 

 

0

%

 

 

The following table summarizes stock option activities for the periods indicated:

 

 

 

Option Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Intrinsic

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

Value of

 

 

Remaining

 

 

Aggregate

 

 

 

 

 

 

 

Weighted-

 

 

Average

 

 

Average

 

 

options

 

 

Contractual

 

 

Intrinsic

 

 

 

 

 

 

 

Average

 

 

Grant-date

 

 

Acquisition-date

 

 

Exercised

 

 

Term

 

 

Value

 

 

 

Shares

 

 

Exercise Price

 

 

Fair Value

 

 

Fair Value

 

 

(in thousands)

 

 

(in years)

 

 

(in thousands)

 

Outstanding at January 31, 2019

 

 

1,459,064

 

 

$

28.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

66,850

 

 

 

50.56

 

 

$

25.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(366,886

)

 

 

15.52

 

 

 

 

 

 

 

 

 

 

$

13,263

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(14,931

)

 

 

46.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(19,451

)

 

 

64.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 31, 2020

 

 

1,124,646

 

 

 

32.93

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

51,200

 

 

 

59.54

 

 

$

28.37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(421,736

)

 

 

24.52

 

 

 

 

 

 

 

 

 

 

$

19,401

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(11,618

)

 

 

46.69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(23,349

)

 

 

70.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 31, 2021

 

 

719,143

 

 

 

38.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

14,700

 

 

 

110.19

 

 

$

50.28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assumed

 

 

163,581

 

 

 

23.10

 

 

 

 

 

 

$

173.04

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(269,287

)

 

 

28.23

 

 

 

 

 

 

 

 

 

 

$

25,622

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(7,669

)

 

 

68.95

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(1,146

)

 

 

9.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 31, 2022

 

 

619,322

 

 

$

40.08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.25

 

 

$

61,975

 

Exercisable at January 31, 2022

 

 

399,764

 

 

$

42.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.92

 

 

$

39,076

 

 The intrinsic value of options outstanding and exercisable is calculated based on the difference between the fair market value of the Company’s ordinary shares on the reporting date and the exercise price. The closing price of the Company’s stock was $140.15 on January 31, 2022, as reported by The NASDAQ Global Market. The intrinsic value of exercised options is calculated based on the difference between the fair market value of the Company’s stock on the exercise date and the exercise price.

The following table summarizes restricted stock and restricted stock units activities for the periods indicated:

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant-Date

 

 

 

Shares

 

 

Fair Value

 

Unvested at January 31, 2019

 

 

2,395,516

 

 

$

48.49

 

Granted

 

 

1,329,288

 

 

 

54.54

 

Vested

 

 

(1,012,581

)

 

 

51.24

 

Forfeited

 

 

(94,957

)

 

 

54.26

 

Unvested at January 31, 2020

 

 

2,617,266

 

 

 

50.30

 

Granted

 

 

1,499,203

 

 

 

53.45

 

Vested

 

 

(1,162,883

)

 

 

50.53

 

Forfeited

 

 

(81,785

)

 

 

54.48

 

Unvested at January 31, 2021

 

 

2,871,801

 

 

 

51.73

 

Granted

 

 

1,213,257

 

 

 

128.80

 

Vested

 

 

(1,367,309

)

 

 

53.85

 

Forfeited

 

 

(66,614

)

 

 

71.59

 

Unvested at January 31, 2022

 

 

2,651,135

 

 

$

85.41

 

 

 

Total fair value as of the respective vesting dates of restricted stock and restricted stock units vested for the fiscal years ended January 31, 2022, 2021 and 2020 was approximately $192.5 million, $69.0 million, and $52.1 million, respectively. As of January 31, 2022, the aggregate intrinsic value of unvested restricted stock units was $371.6 million.