Stock Incentive Plans

12 Months Ended

Dec. 31, 2024

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 Income (Loss) and Consolidated Balance Sheet in the periods presented:


	Year Ended December 31,
	2024		2023		2022
Restricted stock units	$	107,699	$	99,648	$	76,094
Stock options	23,732		26,323		28,816
Performance restricted stock units	4,041		—		—
Employee Stock Purchase Plan	1,090		1,554		2,619
Share-based compensation recorded within Compensation and benefits	136,562		127,525		107,529
Executive chairman long-term performance award	(144,617)		53,214		53,214
Property and equipment (capitalized internal-use software)	7,059		4,492		—
Total share-based compensation expense	$	(996)	$	185,231	$	160,743

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.

Performance Restricted Stock Units

During the first quarter of 2024, the Company granted performance-based restricted stock units (“PSUs”), under the 2021 Plan, to certain employees of the Company based on an initial target number. The final number of PSUs that may vest and settle depend upon the Company’s performance against pre-established performance metrics over a predefined performance period, contingent on the compensation committee’s approval of the level of achievement against the pre-established performance targets at the end of the fiscal year. The PSUs granted vest over three years and have a one year performance period with one-third of the PSUs subject to cliff vesting following the completion of the performance period then vesting in equal quarterly installments thereafter. Over the performance period, the number of PSUs that may be issued and the related share-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics. Depending on the probability of achieving the pre-established performance targets, the number of PSUs issued could range from 0% to 200% of the target amount.

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


	Number of Units	Weighted-average grant date fair value per share
Balance as of December 31, 2022	34,147	$	9.74
Granted	31,061	4.62
Vested	(14,129)	8.47
Canceled and forfeited	(12,901)	7.98
Balance as of December 31, 2023	38,178	$	6.64
Granted	22,442	5.63
Vested	(18,274)	6.66
Canceled and forfeited	(8,540)	6.63
Balance as of December 31, 2024	33,806	$	5.96

As of December 31, 2024, unrecognized compensation costs related to unvested RSUs and PSUs was $182.9 million. These costs are expected to be recognized over a weighted-average period of 1.9 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, 2022	44,185	$	13.31	8.46	$	279,242
Granted	4,183	10.16
Exercised	(7,786)	1.20
Canceled and forfeited	(4,426)	6.60
Balance as of December 31, 2022	36,156	$	16.37	7.67	$	29,101
Granted	6,080	5.35
Exercised	(3,353)	1.58
Canceled and forfeited	(2,213)	13.24
Balance as of December 31, 2023	36,670	$	16.09	7.45	$	24,481
Granted	—	0.00
Exercised	(185)	1.10
Canceled and forfeited	(21,523)	21.01
Balance as of December 31, 2024	14,962	$	9.19	5.82	$	5,819
Exercisable as of December 31, 2024(2)	12,079	$	9.60	5.33	$	5,819
Vested as of December 31, 2024	11,666	$	9.53	5.28	$	5,819

(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, and 2022, was $3.52 and $5.89, per share, respectively.

The total intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022, was $0.8 million, $12.2 million, and $61.6 million, respectively.

The total grant-date fair value of options vested during the years ended December 31, 2024, 2023, and 2022, was $42.4 million, $61.8 million, and $40.0 million, respectively.

As of December 31, 2024, aggregate unrecognized compensation costs related to unvested outstanding stock options was $13.2 million. These costs are expected to be recognized over a weighted-average period of 1.4 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
Dividend yield	0.0%	0.0%
Expected volatility	70.78%	61.52%
Expected term (in years)	6.04	6.08
Risk-free interest rate	3.78%	2.32%

The Company did not grant any stock options during the year ended December 31, 2024.

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.

During the second quarter of 2024, the Company’s Executive Chairman stepped down from his role and transitioned to a non-employee director role on the board of directors causing the Executive Chairman Long-Term Performance Award to be forfeited per its terms resulting in a one-time reversal of share-based compensation expenses of $167.3 million, of which $144.6 million related to expenses recognized in prior years. The Company accounts for forfeitures as they occur.