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Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation . Stock-Based Compensation
In May 2023, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan (as so amended and restated, the “Amended 2015 Plan”). As of December 31, 2024, the remaining aggregate number of shares of the Company’s common stock available for future grants under the Amended 2015 Plan was 8,410,558. The Amended 2015 Plan provides for the grant of stock-based awards, including nonqualified stock options, incentive stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights and other equity securities to employees, consultants and non-employee directors of the Company and its affiliated entities. The number of shares of common stock available for issuance under the Amended 2015 Plan is reduced by (i) one share for each share of common stock issued pursuant to an appreciation award, such as a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant, and (ii) 1.8 shares for each share of common stock issued pursuant to any stock award that is not an appreciation award, also referred to as a “full value award.” The Amended 2015 Plan allows the Company to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of the Company’s stockholders. The Company accounts for stock-based compensation at estimated fair value.

Restricted Stock Units

Beginning in March 2024, the RSUs granted to employees for service generally vest over three years, with 34% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. RSUs granted prior to March 2024 generally vested over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. Some RSUs granted to employees for performance vest upon the completion of defined performance goals, subject to continued employment. The RSUs granted to non-employee directors generally vest in full on the first anniversary of the grant date. The RSUs granted to non-employee consultants generally vest 50% on the first anniversary of the grant date, with the remaining 50% vesting quarterly thereafter through the second anniversary of the grant date.

The Company’s RSUs are classified as equity awards because the RSUs will be settled in the Company’s common stock upon vesting. The fair value of RSUs is determined at the grant date based on the closing price of the Company’s common stock on the date of grant. The related compensation expense is recognized over the service period, or shorter periods based on the retirement eligibility of certain grantees, based on the grant date fair value of the Company’s common stock and the number of shares expected to vest. The fair value of the awards is not remeasured at the end of each reporting period. RSUs do not carry voting rights until the RSUs are vested, although unvested RSUs and vested but unsettled RSUs granted to non-employee directors are entitled to accrue dividend equivalent rights, and shares (including additional shares issuable upon satisfaction of any accrued dividend equivalent rights) are issued upon settlement in accordance with the terms of the award.
The following table summarizes the Company’s RSU activity:
RSUsWeighted-
Average
Grant Date
Fair Value
Per RSU
 (In thousands) 
Outstanding at December 31, 20212,550 $25.80 
Granted1,562 $40.21 
Forfeited(152)$32.80 
Released(990)$30.05 
Outstanding at December 31, 20222,970 $31.60 
Granted1,184 $57.85 
Forfeited(76)$46.02 
Released(1,283)$36.02 
Outstanding at December 31, 20232,795 $40.24 
Granted2,613 $30.05 
Forfeited(134)$36.85 
Released(1,404)$42.72 
Outstanding at December 31, 20243,870 $32.56 
Vested and unreleased at December 31, 2024 (1)
528  
(1)     These RSUs were granted to the Company’s board of directors as a part of their compensation for board and committee service and had vested but had not yet settled, meaning that the underlying shares of common stock had not been issued and released.

As of December 31, 2024, the total unrecognized cost related to non-vested RSUs was approximately $46.8 million. This cost is expected to be recognized over a weighted-average period of 1.1 years. The Company recognized $63.5 million, $57.5 million and $43.2 million of stock-based compensation expense related to RSUs in the years ended December 31, 2024, 2023 and 2022, respectively.

Service-Based RSUs

The majority of the annual compensation the Company provides to non-employee members of its board of directors is paid in the form of RSUs. In addition, some members of the Company’s board of directors elect to receive their cash retainers, or a portion thereof, in the form of RSUs. An aggregate amount of approximately 60,000, 55,000 and 57,000 service-based RSUs were granted to the Company’s non-employee directors as a result of these payments and elections during the years ended December 31, 2024, 2023 and 2022, respectively, with an estimated grant date fair value of $1.9 million, $2.9 million and $2.2 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, the Company granted approximately 1,691,000, 746,000 and 1,082,000 service-based RSUs, respectively, to its employees, with an estimated aggregate grant date fair value of $49.9 million, $43.0 million and $44.2 million, respectively.
During the years ended December 31, 2024, 2023 and 2022, the Company granted approximately 14,000, 1,000 and 7,000 service-based RSUs, respectively, to non-employee consultants, with an estimated grant date fair value of $0.8 million, $0.1 million and $0.3 million, respectively.

Performance-Based RSUs

In March 2024, 2023 and 2022, the Company awarded approximately 461,000, 193,000 and 248,000 performance-based RSUs, respectively, to the Company’s executives and employees (the “Bonus RSUs”), with an estimated grant date fair value of $13.7 million, $11.9 million and $9.7 million, respectively. Vesting of the Bonus RSUs is and was dependent upon the Company’s achievement of defined performance goals for the respective fiscal year in which the Bonus RSUs were granted. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the
performance conditions will be met. Management believes it is probable that substantially all of the 2024 Bonus RSUs will vest. The level of achievement, if any, of performance goals will be determined by the compensation committee of the Company’s board of directors and, if such goals are achieved, the 2024 Bonus RSUs will vest, subject to continued employment, in March 2025. Substantially all of the Bonus RSUs awarded in 2023 and 2022 vested in March 2024 and March 2023, respectively, upon the determination of the level of achievement of the respective performance goals.

Additionally, during 2024, 2023 and 2022, the Company awarded approximately 303,000, 134,000 and 167,000 performance-based RSUs, respectively, to the Company’s executives (the “Executive RSUs”). The estimated aggregate grant date fair value of the Executive RSUs for the 2024, 2023 and 2022 grants was $9.0 million, $8.2 million and $6.5 million, respectively. Vesting of the Executive RSUs is dependent upon the Company’s achievement of defined performance goals over a two-year period (the year of grant and the following year). The vesting of Executive RSUs will ultimately range from 0% to 200% of the number of shares underlying the Executive RSUs granted based on the level of achievement of the performance goals.

If the Company achieves the performance goals for the Executive RSUs at the end of the two-year performance period, 50% of the number of Executive RSUs earned based on performance will then vest on the second anniversary of the grant date, and the remaining 50% will then vest on the third anniversary of the grant date, in each case subject to the executive’s continued service as of the vesting date. In March 2024 and 2023, the Company awarded approximately 83,000 and 55,000 additional shares related to performance-based RSUs granted to the Company’s executives for over-achievement of performance targets for the Executive RSUs with a performance period that ended December 31, 2023 and 2022, respectively. In March 2022, the Company cancelled approximately 50,000 shares related to performance-based RSUs granted to the Company’s executives for under-achievement of performance targets for the performance period that ended December 31, 2021.

Stock Option Awards

The Company last granted stock options in 2019. The stock option awards granted to employees generally (i) have a term of ten years, (ii) vest over four years with 25% vesting after the first year of service and the remainder vesting ratably on a quarterly basis thereafter, (iii) are contingent upon employment on the vesting date, and (iv) have an exercise price equal to the fair market value of the underlying shares at the date of grant. The fair value of stock options was determined at the grant date using the Black-Scholes-Merton option pricing model.

The following table summarizes the Company’s stock option award activity:
SharesWeighted-
Average
Exercise Price
Per Share
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
 (In thousands, except years and per share data)
Options outstanding at December 31, 20211,681 $9.35 3.28$53,698 
Cancelled or expired(1)8.28 
Exercised(494)7.83 $18,992 
Forfeited(1)18.35 
Options outstanding at December 31, 20221,185 $9.97 2.64$49,094 
Cancelled or expired(4)10.25 
Exercised(505)7.84 $26,928 
Options outstanding at December 31, 2023676 $11.55 2.39$20,036 
Cancelled or expired— — 
Exercised(357)9.60 $6,678 
Options outstanding and exercisable at December 31, 2024319 $13.74 2.45$4,881 
The total fair value of the shares underlying stock options that vested during the years ended December 31, 2024 and 2023 was immaterial.