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Stock Incentive Plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

The Company has granted share-based awards to employees, non-employee directors, and other service providers of the Company under the Amended and Restated 2011 Equity Incentive Plan (“2011 Plan”) and the 2021 Stock Option and Incentive Plan (“2021 Plan” and, together with the 2011 Plan, the “Plans”). The 2011 Plan was terminated in June 2021 in connection with the IPO but continues to govern the terms of outstanding awards that were granted prior to the IPO. Additionally, the Company offers an ESPP, which allows employees to purchase shares of common stock at 85% of the fair value of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower. The offering periods are six months long and start in May and November of each year.

The following table presents the share-based compensation expense recognized within the following line items in the Consolidated Statement of Operations and Comprehensive Loss and Consolidated Balance Sheet in the periods presented:


	Year Ended December 31,
	2023		2022		2021
Restricted stock units	$	99,648	$	76,094	$	59,652
Stock options	26,323		28,816		31,231
Executive Chairman Long-Term Performance Award	53,214		53,214		38,189
Employee Stock Purchase Plan	1,554		2,619		1,946
Secondary sales of common stock	—		—		11,642
Share-based compensation recorded within Compensation and benefits	180,739		160,743		142,660
Property and equipment (capitalized internal-use software)	4,492		—		—
Total share-based compensation expense	$	185,231	$	160,743	$	142,660

Restricted Stock Units

RSUs granted prior to April 1, 2021 vest upon the satisfaction of both a service condition and a liquidity condition. The service condition for these awards is satisfied over four years. On June 8, 2021, the Company completed its IPO and the liquidity condition for these awards was satisfied and the Company recognized a cumulative share-based compensation expense of $23.1 million associated with RSUs that had service-vested as of the IPO completion date. Subsequent to the IPO, the unamortized grant date fair value of these RSUs will be recorded as share-based compensation expense over the remaining service period.

RSUs granted on or after April 1, 2021, vest upon the satisfaction of a service condition. In general, the service condition for these awards is satisfied over three or four years.

The fair value of RSUs is based on the closing price of the Company’s Class A common stock on the grant date. Prior to the IPO, the fair value of RSUs was based on the fair value of the underlying common stock on the grant date as determined by the Company’s board of directors at each meeting in which RSU awards were approved.

A summary of the Company's RSUs activity under the Plans was as follows:


	Number of Restricted Stock Units	Weighted-average grant date fair value per share
Balance as of December 31, 2021	9,001,949	$	18.30
Granted	36,159,090	8.91
Vested	(4,883,296)	13.99
Canceled and forfeited	(6,131,197)	14.07
Balance as of December 31, 2022	34,146,546	$	9.74
Granted	31,060,513	4.62
Vested	(14,128,901)	8.47
Canceled and forfeited	(12,901,086)	7.98
Balance as of December 31, 2023	38,177,072	$	6.64

As of December 31, 2023, unrecognized compensation costs related to unvested RSUs was $231.4 million. These costs are expected to be recognized over a weighted-average period of 2.5 years.

Stock Options

Under the Plans, the exercise price of a stock option shall not be less than the fair market value per share of the Company’s common stock on the date of grant (and not less than 110% of the fair market value per share of common stock for grants to stockholders owning more than 10% of the total combined voting power of all classes of stock of the Company, or a 10% stockholder). Options are exercisable over periods not to exceed ten years from the date of grant (five years for incentive stock options granted to 10% stockholders).

A summary of the Company's stock option activity under the Plans is as follows:


	Number of Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value(1)
Balance as of January 1, 2021	23,421,374	$	1.35	8.33	$	248,002
Granted	29,113,555	20.07
Exercised	(4,277,344)	1.18
Canceled and forfeited	(4,072,097)	5.58
Balance as of December 31, 2021	44,185,488	$	13.31	8.46	$	279,242
Granted	4,182,522	10.16
Exercised	(7,785,748)	1.20
Canceled and forfeited	(4,425,817)	6.60
Balance as of December 31, 2022	36,156,445	$	16.37	7.67	$	29,101
Granted	6,080,148	5.35
Exercised	(3,353,103)	1.58
Canceled and forfeited	(2,212,852)	13.24
Balance as of December 31, 2023	36,670,638	$	16.09	7.45	$	24,481
Exercisable as of December 31, 2023(2)	10,677,680	$	11.62	7.12	$	17,426
Vested as of December 31, 2023	8,355,940	$	10.12	6.84	$	15,917

(1) Intrinsic value is calculated based on the difference between the exercise price of in-the-money-stock options and the fair value of the common stock as of the respective balance sheet dates.

(2) The 2011 Plan allows for early exercise of stock options. Accordingly, options granted under this plan are included as exercisable stock options regardless of vesting status.

The weighted-average grant date fair value of options granted during the years ended December 31, 2023, 2022, and 2021, was $3.52, $5.89, and $12.10, per share, respectively.

The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021, was $12.2 million, $61.6 million, and $83.0 million, respectively.

The total grant-date fair value of options vested during the years ended December 31, 2023, 2022, and 2021, was $61.8 million, $40.0 million, and $17.6 million, respectively.

As of December 31, 2023, aggregate unrecognized compensation costs related to unvested outstanding stock options, excluding the Executive Chairman Long-Term Performance Award, was $43.3 million. These costs are expected to be recognized over a weighted-average period of 2.1 years.

The fair values of stock options granted were estimated using the Black-Scholes option pricing model and the following weighted-average assumptions:


	Year Ended December 31,
	2023	2022	2021
Dividend yield	0.0%	0.0%	0.0%
Expected volatility	70.78%	61.52%	52.36%
Expected term (in years)	6.04	6.08	6.14
Risk-free interest rate	3.78%	2.32%	1.00%

Executive Chairman Long-Term Performance Award

In April and May 2021, the Company’s board of directors granted the Company’s Executive Chairman and then-Chief Executive Officer equity incentive awards in the form of performance-based stock options covering 19,740,923 and 47,267 shares of the Company’s Class B common stock with an exercise price of $21.49 and $23.40 per share, respectively, (collectively, the “Executive Chairman Long-Term Performance Award,” formerly known as the CEO Long-Term Performance Award). The Executive Chairman Long-Term Performance Award vests upon the satisfaction of a service condition and the achievement of certain stock price hurdles over a seven year performance period following the expiration of the lock-up period associated with the Company’s IPO in 2021. The stock price hurdle will be achieved if the average closing price of a share of the Company’s Class A common stock during any 90 consecutive trading day period during the performance period equals or exceeds the Company stock price hurdle set forth in the table below.

The Executive Chairman Long-Term Performance Award is divided into seven equal tranches which vest upon the achievement of the following Company stock price hurdles:


Tranche	Company Stock Price Hurdle	Number of Options Eligible to Vest
1	$67.50	2,826,884
2	$78.98	2,826,884
3	$92.40	2,826,884
4	$108.11	2,826,884
5	$126.49	2,826,884
6	$147.99	2,826,884
7	$173.15	2,826,884
Total		19,788,188

The weighted-average grant date fair value of the seven tranches of the Executive Chairman Long-Term Performance Award was estimated to be $10.53 per option share.

As of December 31, 2023, the aggregate unrecognized compensation cost of the Executive Chairman Long-Term Performance Award was $63.8 million, which is expected to be recognized over the remaining derived service period of 2.1 years.

Secondary Sales of Common Stock

Prior to the completion of the IPO, certain economic interest holders acquired outstanding common stock from current or former employees for a purchase price greater than the Company's estimated fair value at the time of the transactions. During 2021, the Company recorded share-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transaction of $11.6 million.