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Stock-Based Compensation
6 Months Ended
Jul. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation STOCK-BASED COMPENSATION
Stock-Based Compensation Expense
The components of stock-based compensation expense recognized in the condensed consolidated statements of operations consisted of the following (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2023202220232022
Cost of revenue$4,068 $2,399 $8,241 $4,247 
Research and development15,452 13,495 30,242 23,958 
Sales and marketing13,681 9,715 26,277 16,811 
General and administrative20,705 15,392 44,695 27,615 
Restructuring(1,060)— (1,060)— 
Total$52,846 $41,001 $108,395 $72,631 
Restricted Stock Units
A summary of our restricted stock unit (RSU) activity is as follows:
Number of SharesWeighted-Average Grant Date Fair Value
Outstanding as of January 31, 2023
14,409,166 $27.37 
Granted17,082,796 16.40 
Released(2,491,451)28.34 
Forfeited(1,955,209)22.58 
Outstanding as of July 31, 2023
27,045,302 $20.70 
As of July 31, 2023, we had unrecognized stock-based compensation expense related to unvested RSUs of $497.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 3.3 years.
Stock Options
A summary of our stock option activity is as follows:
Number of OptionsWeighted-Average Exercise Price
Outstanding as of January 31, 2023
32,446,814 $4.71 
Exercised(5,074,687)$2.73 
Forfeited(531,038)$5.56 
Outstanding as of July 31, 2023
26,841,089 $5.07 
Expected to vest as of July 31, 2023
26,841,089 $5.07 
Vested and exercisable as of July 31, 2023
18,151,473 $3.91 
No stock options were granted during the six months ended July 31, 2023. As of July 31, 2023, we had unrecognized stock-based compensation expense related to unvested options of $75.1 million that is expected to be recognized on a straight-line basis over a weighted-average period of 2.0 years.
Milestone Options
In March 2021, we granted options to purchase 1,404,605 shares of Class B common stock subject to service-based, performance-based, and market-based vesting conditions to our Chief Executive Officer and Chief Financial Officer under our 2013 Equity Incentive Plan. These stock options will vest 100% upon the occurrence of (a) our initial public offering (IPO) (the performance-based vesting condition), which was completed in June 2021, and (b) the achievement of certain share price targets (the market-based vesting conditions), subject to the executive’s continued service to us from the grant date through the milestone events. As of July 31, 2023, the share price targets have not been achieved, therefore, these stock options remain unvested. For these options, we used a Monte Carlo simulation to determine the fair value at the grant date and the implied service period.
During the three and six months ended July 31, 2023, we recorded $0.9 million and $1.8 million, respectively, of stock-based compensation expense related to these milestone options. During the three and six months ended July 31, 2022, we recorded $0.9 million and $1.8 million, respectively, of stock-based compensation expense. As of July 31, 2023, we had unrecognized stock-based compensation expense related to these milestone options of $10.9 million that is expected to be recognized over the remaining implied service period of 3.1 years.
Performance Share Units
In March and May 2023, we granted Performance Stock Units (PSU) covering 1,133,455 shares of Class A common stock at target to certain executives subject to service-based and performance-based vesting conditions. These PSUs may vest from 0% to 225% of the number of target shares based on the achievement of certain financial performance metrics and will vest over four years from the grant date. As of July 31, 2023, we have reassessed the financial performance metrics for these PSUs and consider achievement to be improbable (0% of target shares to vest). As a result, we have reversed all previously recognized expense. As such, we have not recorded any stock-based compensation expense and have no unrecognized stock-based compensation expense related to these PSUs.
Restricted Common Stock
In connection with the acquisition of Attivo Networks, Inc. (Attivo), we issued 63,327 shares of restricted Class A common stock to Attivo’s employees. We recorded stock-based compensation expense related to these restricted shares of $0.1 million and $0.4 million, respectively, during the three and six months ended July 31, 2023, respectively. We recorded stock-based compensation expense related to these restricted shares of $0.3 million during each of the three and six months ended July 31, 2022. As of July 31, 2023, we had unrecognized stock-based compensation expense related to this unvested restricted common stock of $0.6 million.
In connection with the acquisition of Scalyr, Inc. (Scalyr) in February 2021, we issued 1,315,099 shares of restricted common stock. During the six months ended July 31, 2023 we recorded $0.2 million of stock-based compensation expense related to these restricted shares. No expense was recorded during the three months ended July 31, 2023 related to these restricted shares. During the three and six months ended July 31, 2022, we recorded $2.1 million and $4.2 million, respectively, of stock-based compensation expense. As of July 31, 2023, this restricted common stock had fully vested.
Employee Stock Purchase Plan
We recognized stock-based compensation expense related to the Employee Stock Purchase Plan (ESPP) of $2.9 million and $5.9 million, re, during the three and six months ended July 31, 2023. We recognized stock-based compensation expense of $3.8 million and $6.5 million, respectively, during the three and six months ended July 31, 2022, respectively.
During the three and six months ended July 31, 2023, we recorded $0.1 million and $0.3 million, respectively, in expense related to modification of our ESPP as a result of the decrease in our stock price in July 2022 and January 2023, which triggered resets of the ESPP offering periods in accordance with the terms of the ESPP. During the three and six months ended July 31, 2022, we recorded $0.2 million in stock-based compensation expense. As of
July 31, 2023, there is no remaining unrecognized stock-based compensation expense related to modification of our ESPP.
Attivo Acquisition
In connection with our acquisition of Attivo (Attivo Acquisition), we granted 539,795 shares of RSUs under our 2021 Equity Incentive Plan that will vest over a period of three years contingent on continued employment of certain Attivo employees, for which stock-based compensation expense will be recognized ratably over the vesting period.
Attivo Equity Incentive Plan
In connection with the Attivo Acquisition, we assumed unvested stock options that were granted under the Attivo 2011 Equity Incentive Plan (Attivo Plan). We do not intend to grant any additional shares under the Attivo Plan and the Attivo Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. Any shares underlying stock options that are expired, canceled, forfeited or repurchased under the Attivo Plan will be automatically available for issuance as Class A common stock pursuant to our 2021 Equity Incentive Plan.
Modification
During the third quarter of fiscal 2023, certain members of our management team converted to non-employee consultants. The transition has been accounted for as a modification, under which, the exercise period of certain vested awards has been extended and a certain number of unvested awards will vest through the end of the consulting agreements.
During the three and six months ended July 31, 2023, we recognized an incremental charge of $2.0 million and $4.0 million, respectively, related to the transition of these employees to non-employee consultants and expect to recognize an aggregate of an additional $2.2 million in expense over the requisite service period through the fourth quarter of 2024.