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STOCK INCENTIVE PLANS
3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
STOCK INCENTIVE PLANS STOCK INCENTIVE PLANS
2009 and 2019 Stock Plans
In 2009, the Company’s Board of Directors approved the Company's 2009 Stock Plan (the "2009 Stock Plan"). As amended in 2015, the 2009 Stock Plan permitted the Company to grant awards covering up to 16,495,150 shares of the Company’s common stock. In January 2018, the Company increased the number of shares of common stock reserved under the 2009 Stock Plan by 535,130 shares, from 16,495,150 shares to 17,030,280. In April 2019, the Company approved the adoption of the 2019 Stock Plan (the "2019 Stock Plan", and together with the 2009 Stock Plan, the "Stock Plans"). The 2019 Stock Plan permitted the Company to grant up to 8,173,970 additional shares, increasing the overall common stock reserved for grant under the Stock Plans 25,204,250 shares. In September 2021, under the 2019 Stock Plan, the Company's Board of Directors approved the grant of 8,679,380 restricted stock units under the 2019 Stock Plan, which covered of an aggregate of 4,339,690 shares of each of Class A and LT50 common stock effective as of immediately prior to the effectiveness of the Company's IPO Registration Statement on November 9, 2021. On November 9, 2021, the Company's Board of Directors amended and restated the 2019 Stock Plan to, among other things, increased the common stock reserved for issuance under the 2019 Stock Plan to an aggregate of 16,856,770 shares of the Company's LT50 and Class A common stock.
Following the completion of the IPO, the Company did not and will not make any further grants under the Stock Plans. However, the Stock Plans will continue to govern the terms and conditions of the outstanding awards granted under the Stock Plans. Upon the expiration, forfeiture, cancellation, withholding of shares upon exercise or settlement of an award to satisfy the exercise price or tax withholding, or repurchase of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2009 Stock Plan or of Class A or LT50 common stock underlying outstanding stock-based awards granted under the 2019 Stock Plan, an equal number of shares of Class A common stock will become available for grant under the Company's 2021 Incentive Award Plan (the "2021 Plan") and the Company's 2021 Stock Purchase and Matching Plan ("Matching Plan" and together with the 2021 Plan, the "2021 Incentive Plans"), each of which was adopted by the Company immediately before the effectiveness of the IPO Registration Statement.
2021 Incentive Plans
In November 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Incentive Plans, which both became effective immediately before the effectiveness of the IPO Registration Statement and use a combined share reserve. Under the 2021 Incentive Plans, 11,676,932 shares of the Company's Class A common stock are reserved for issuance pursuant to a variety of stock-based awards, including incentive stock options, nonqualified stock options, stock appreciation rights ("SARs"), restricted stock awards, RSUs, and other forms of equity and cash compensation under the 2021 Plan and purchase rights and matching awards under the Matching Plan. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2021 Incentive Plans was increased by 776,600 shares that were available for issuance under the Stock Plans as of the effective date of the 2021 Incentive Plans and will be increased upon the expiration, forfeiture, cancellation, withholding of shares upon exercise or settlement of an award to satisfy the exercise price or tax withholding, or repurchase of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2009 Stock Plan or of Class A or LT50 common stock underlying outstanding
stock-based awards granted under the 2019 Stock Plan. The number of shares of Class A common stock reserved for issuance under the 2021 Incentive Plans increased by 747,212 shares on January 1, 2022 and will automatically increase each subsequent January 1 through January 1, 2031, by the lesser of (A) 6% of the aggregate number of shares of all classes of the Company's common stock outstanding on the immediately preceding calendar year, or (B) such lesser number of shares as determined by the Company’s board of directors or compensation committee; provided, however, that no more than 87,576,990 shares of stock may be issued upon the exercise of incentive stock options.
Matching Plan
The Matching Plan operates using consecutive 3 month offering periods that commenced on March 15, 2022. Service providers of the Company, including employees and consultants, can participate in the Matching Plan by electing to contribute compensation through payroll deductions or from fee payments or may be granted discretionary awards under the Matching Plan. On the last day of the offering period the contributions made during the offering period are used to purchase shares of Class A common stock.
The price at which Class A common stock is purchased under the Matching Plan equals the average of the high and low trading price of a share of the Company’s Class A common stock as of the last trading day of the offering period. At the end of each offering period, the Company may provide a discretionary match up to 1/10 of a share of the Company's Class A common stock for each share of Class A common stock purchased by or issued to an employee under the Matching Plan that is retained through the end of the applicable offering period. For the current offering period, the Company has elected to match each share of Class A common stock purchased by or issued to an employee under the Matching Plan that is retained through June 14, 2022 with 1/20 of a share of Class A common stock. No fractional shares will be issued by the Company. The Company will round to the nearest full share for shares purchased by an employee as well as any matched shares issued to an employee under the Matching Plan. The match rate applicable to each offering period shall be limited to 1.5% of the shares of any class of Company capital stock outstanding as of the exercise date applicable to such offering period.
The Company estimates the fair value of matched shares provided by the Company under the Matching Plan using the Black-Scholes option-pricing model on the date of grant. The Company recognizes stock-based compensation expense related to the matched shares provided by the Company pursuant to its Matching Plan on a straight-line basis over the applicable 3-month offering period. As of March 31, 2022, no Class A common stock has been issued or purchased by service providers under the Matching Plan. During the three months ended March 31, 2022, the Company granted an estimated total of 4,365 Class A common shares, which will be provided to all service providers participating in the Matching Plan at the end of the current offering period on June 14, 2022.
Restricted Stock Units
On September 24, 2021, the Company approved the grant of RSUs to service providers covering Class A common stock and LT50 common stock effective as of the date the Company amended its certificate of incorporation to include, among other things, LT50 common stock, which was November 9, 2021. RSUs granted to employees in September 2021 vest upon the satisfaction of both a performance and service condition. The performance condition was satisfied immediately prior to the effectiveness of the IPO Registration Statement on November 9, 2021. The RSUs approved on September 24, 2021 vest over eight years with 1/8 of the grant vesting on September 15, 2022 and quarterly vesting of 1/32 of the grant every December 15, March 15, June 15 and September 15 (each, a "Specified Quarterly Date") thereafter until fully vested, in each case subject to continued service to the Company. All RSUs granted to employees during and after November 2021 have a service condition only, which vests over 8 years from a vesting commencement date corresponding to one of the Specified Quarterly Dates near the date of grant, with 1/8 of each grant vesting on the first anniversary of the vesting commencement
date and 1/32 of each grant vesting in equal quarterly installments thereafter until fully vested, in each case, subject to continued service to the Company.
During the three months ended March 31, 2022, the Company granted certain service providers a total of 43,060 RSUs, covering shares of Class A common stock, at a grant date fair value of $18.93 per share. These RSUs vest as described above. The Company had 2,316 RSUs covering shares of Class A common stock vest during the three months ended March 31, 2022 related to previously granted RSU awards to Non-Employee Directors as the quarterly service conditions were satisfied. There were no RSUs granted during the three months ended March 31, 2021.
During the three months ended March 31, 2022, RSU activity was as follows:
Class A Common Stock(1)
LT50 Common Stock(1)
Weighted average grant date fair value per share
Outstanding at December 31, 20214,329,530 4,301,750 $33.75 
RSUs granted43,060 — $18.93 
RSUs vested(2,316)— $47.62 
RSUs cancelled/forfeited/expired(88,020)(88,020)$33.14 
Outstanding at March 31, 20224,282,254 4,213,730 $33.92 
(1)On November 9, 2021, immediately prior to the effectiveness of the Company’s IPO Registration Statement, the Company’s certificate of incorporation was amended to provide for, among other things, LT50 common stock.
As of March 31, 2022, there was $263.3 million of unamortized stock-based compensation cost related to unvested RSUs, which is expected to be recognized over the remaining weighted average life of 6.81 years. As of December 31, 2021, there was $282.0 million of unamortized stock-based compensation cost related to unvested RSUs, which is expected to be recognized over the remaining weighted average life of 6.92 years.
Stock Options
Both Stock Plans, as well as the 2021 Plan, provide for the grant of incentive and nonstatutory stock options to employees, nonemployee directors and consultants of the Company. Under the Stock Plans and the 2021 Plan, the exercise price of incentive stock options must be at least equal to 110% of the fair market value of the common stock on the grant date for a “ten-percent holder” or 100% of the fair market value of the common stock on the grant date for any other employee. The exercise price of nonstatutory options granted must be at least equal to 100% of the fair market value of the Company’s common stock on the date of grant.
The Company has only granted options under the Stock Plans. Under both Stock Plans, most options typically vest over four years and are exercisable at any time after the grant date, provided that service providers exercising unvested options receive restricted common stock that is subject to repurchase at the original exercise price upon a termination of service. The repurchase right lapses in accordance with the vesting schedule of the exercised option. Early exercises of options prior to vesting are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for early exercises of unvested options are recorded as a liability. These repurchase terms are considered to be a forfeiture provision and do not result in variable accounting. During the three months ended March 31, 2022, the Company repurchased an immaterial amount of exercised restricted common stock. There were no repurchases of common stock during the three months ended March 31, 2021.
As of March 31, 2022 and December 31, 2021, there were 1,282,740 and 1,437,760 shares, respectively, subject to repurchase related to stock options exercised prior to vesting that are expected to vest. As
of March 31, 2022 and December 31, 2021, the Company recorded a liability related to these shares subject to repurchase in the amount of $2.2 million and $2.4 million, respectively, which is included within Accrued expenses and other liabilities in the accompanying consolidated balance sheets. These amounts are reclassified to common stock and additional paid in capital as the underlying shares vest.
A summary of the Company's stock option activity was as follows:
SharesWeighted average exercise price per shareWeighted average
remaining contractual life
(in years)
Outstanding at December 31, 2021
7,193,193 $1.87 6.45
Options granted— $— 
Options exercised (205,730)$1.60 
Options cancelled/forfeited/expired(184,391)$1.73 
Outstanding at March 31, 20226,803,072 $1.85 6.04
Exercisable at March 31, 20226,564,742 $1.06 6.29

The total pretax intrinsic value of options exercised during the three months ended March 31, 2022 and 2021 was $5.2 million and $2.0 million, respectively. The total pretax intrinsic value of options outstanding at March 31, 2022 and December 31, 2021 was $106.7 million and $302.8 million, respectively. The intrinsic value is the difference between the estimated fair market value of the Company’s common stock at the date of exercise and the exercise price for in-the-money options. No options were granted during the three months ended March 31, 2022. The weighted average grant date fair value of options granted during the three months ended March 31, 2021 was $8.60.
As of March 31, 2022, there was $11.8 million of unrecognized stock-based compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.57 years. As of December 31, 2021, there was $13.2 million of unrecognized stock-based compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.7 years.
Cash received from option exercises and purchases of shares under the Stock Plans for the three months ended March 31, 2022 and 2021 was $0.3 million and $0.1 million, respectively.
Stock-Based Compensation
The following table summarizes the stock-based compensation expense recognized for the options granted under the 2009 Stock Plan, options and RSUs granted under the 2019 Stock Plan, RSUs granted under the 2021 Plan and matching shares issued under the Matching Plan, in each case, as plans discussed above (in thousands):
Three months ended March 31,
20222021
Stock options$1,006 $710 
Matching shares— 
Restricted stock units13,659 — 
Total$14,667 $710 
Stock-based compensation expense is allocated based on the cost center to which the award holder spent time during the reported periods. Stock-based compensation is included in the following components of expenses on the accompanying consolidated statements of income (in thousands):
Three months ended March 31,
20222021
Cost of revenue, net$4,908 $188 
Research and development2,708 154 
General and administrative4,975 304 
Sales and marketing2,076 64 
Total$14,667 $710 
Stock-based compensation expense capitalized as internally developed software costs was $0.3 million for the three months ended March 31, 2022. These amounts were immaterial for the three months ended March 31, 2021.