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Stock-Based Compensation
9 Months Ended
Oct. 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 October 31,Nine Months Ended October 31,
2023202220232022
Cost of revenue$4,329 $2,835 $12,570 $7,082 
Research and development15,634 13,996 45,876 37,954 
Sales and marketing14,085 12,166 40,362 28,977 
General and administrative20,865 16,690 65,560 44,305 
Restructuring— — (1,060)— 
Total$54,913 $45,687 $163,308 $118,318 
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 
Granted19,229,577 16.32 
Released(4,090,297)26.77 
Forfeited(2,516,121)22.28 
Outstanding as of October 31, 2023
27,032,325 $19.86 
As of October 31, 2023, we had unrecognized stock-based compensation expense related to unvested RSUs of $473.0 million that is expected to be recognized on a straight-line basis over a weighted-average period of 3.1 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(6,484,688)$2.68 
Forfeited(583,334)$5.54 
Outstanding as of October 31, 2023
25,378,792 $5.22 
Expected to vest as of October 31, 2023
25,378,792 $5.22 
Vested and exercisable as of October 31, 2023
18,189,967 $4.10 
As of October 31, 2023, we had unrecognized stock-based compensation expense related to unvested options of $61.9 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.9 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 October 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 nine months ended October 31, 2023, we recorded $0.9 million and $2.7 million, respectively, of stock-based compensation expense related to these milestone options. During the three and nine months ended October 31, 2022, we recorded $0.9 million and $2.7 million, respectively, of stock-based compensation expense. As of October 31, 2023, we had unrecognized stock-based compensation expense related to these milestone options of $10.0 million that is expected to be recognized over the remaining implied service period of 2.8 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 October 31, 2023, we have assessed the financial performance metrics for these PSUs and consider achievement to be improbable (0% of target shares to vest). 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 $0.5 million, respectively, during the three and nine months ended October 31, 2023. We recorded stock-based compensation expense related to these restricted shares of $0.3 million and $0.6 million, respectively, during the three and nine months ended October 31, 2022. As of October 31, 2023, we had unrecognized stock-based compensation expense related to this unvested restricted common stock of $0.5 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 nine months ended October 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 October 31, 2023 related to these restricted shares. During the three and nine months ended October 31, 2022, we recorded $2.1 million and $6.4 million, respectively, of stock-based compensation expense. As of October 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 $3.2 million and $9.1 million, respectively, during the three and nine months ended October 31, 2023. We recognized stock-based compensation expense of $3.6 million and $10.1 million, respectively, during the three and nine months ended October 31, 2022.
During the nine months ended October 31, 2023, we recorded $0.3 million 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. No expense related to the modification was recorded during the three months ended October 31, 2023. During the three and nine months ended October 31,
2022, we recorded $0.1 million and $0.3 million, respectively, in stock-based compensation expense. As of October 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 fiscal 2023 and fiscal 2024, certain members of our management team converted to non-employee consultants or to positions that no longer provide substantive service to the Company (Management Transitions). These Management Transitions have been accounted for as modifications, 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 agreements entered into in connection with the Management Transitions.
During the three and nine months ended October 31, 2023, we recognized an incremental charge of $2.4 million and $6.4 million, respectively, related to the Management Transitions. During the three and nine months ended October 31, 2022, we recognized an incremental charge of $2.6 million.