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Stock-based Compensation
3 Months Ended
Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-based Compensation

9.

STOCK-BASED COMPENSATION

2021 Equity Incentive Plan

In May 2021, the Company’s board of directors adopted, and the stockholders approved, the 2021 Equity Incentive Plan (the "2021 Plan") with the purpose of granting stock-based awards, including stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance awards and other forms of awards, to employees, directors, and consultants. A total of 30,962,615 shares of common stock were authorized for issuance under the 2021 Plan in May 2021. The number of shares of our common stock reserved for issuance under our 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to (i) 5% of the total number of shares of our common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (ii) a lesser number of shares determined by our board of directors prior to the applicable January 1. Accordingly, on January 1, 2022, the number of shares of common stock that may be issued under the 2021 Plan increased by an additional 6,702,346 shares. As of March 31, 2022, a total of 31,583,877 shares of common stock were available for issuance under the 2021 Plan. No stock options have been issued under the 2021 Plan. 

Stock options

The following table summarizes the stock option activity during the three months ended March 31, 2022:

 

 

 

 

 

 

Weighted-

 

 

 

Number of

 

 

Average

 

 

 

Shares

 

 

Exercise Price

 

Outstanding at December 31, 2021

 

 

7,642,690

 

 

$

12.98

 

Exercised

 

 

(697,998

)

 

 

9.73

 

Canceled/Forfeited

 

 

(79,940

)

 

 

21.08

 

Outstanding at March 31, 2022

 

 

6,864,752

 

 

 

13.22

 

Exercisable at March 31, 2022

 

 

5,715,153

 

 

$

11.78

 

As of March 31, 2022, the total unrecognized stockbased compensation cost for unvested stock options was $8.7 million, which is expected to be recognized over a weighted-average period of 0.9 years.

Restricted stock units

In 2018, the Company began issuing RSUs to certain employees, officers, non-employee consultants, and directors. The RSUs granted prior to the IPO vested upon the satisfaction of both a service and a performance condition, if both conditions are met before the award’s expiration date. For certain awards the performance condition was satisfied solely on the effective date of a registration statement for our IPO and for other awards the performance condition was satisfied on the earlier of either the effective date of a registration statement for our IPO or a change in control. RSUs granted with service vesting conditions

generally vest over four years on either a quarterly or annual vesting schedule.

Prior to the effective date of the registration statement for our IPO, achievement of the performance conditions was not probable. Upon the effective date of the registration statement for the IPO, the performance vesting condition for all RSUs granted was satisfied and the Company recognized on a graded vesting basis a cumulative catch-up stock-based compensation adjustment in its condensed consolidated statement of operations and comprehensive loss for the portion of the service period satisfied from the grant date through the effective date of the registration statement. All RSUs granted subsequent to the IPO vest based on continued service, which is generally over four years.

The following table summarizes the RSU activity during the three months ended March 31, 2022:

 

 

 

 

 

 

Weighted-

 

 

 

Number of

 

 

Average Grant

 

 

 

Shares

 

 

Date Fair Value

 

Outstanding at December 31, 2021

 

 

6,622,684

 

 

$

59.72

 

Granted

 

 

2,925,705

 

 

 

59.02

 

Vested

 

 

(706,663

)

 

 

47.21

 

Canceled/Forfeited

 

 

(216,734

)

 

 

55.89

 

Outstanding at March 31, 2022

 

 

8,624,992

 

 

$

60.60

 

 

As of March 31, 2022, the total unrecognized stockbased compensation cost for all RSUs outstanding was $410.7 million, which is expected to be recognized over a weightedaverage vesting period of 2.6 years.

Restricted stock awards

In November 2021, the Company issued 199,670 RSAs to certain key employees in connection with the acquisition of Levelset that vest based on their continued service over a two-year period. The fair value of the RSAs issued was $95.05 per share, which was the closing trading stock price of the Company’s common stock on the acquisition date. These shares are released from restriction quarterly over a two-year period assuming the continued service of the employees. As of March 31, 2022, 24,954 shares have vested. As of December 31, 2021, no shares had vested. During the three months ended March 31, 2022, the Company recognized stock-based compensation expense of $2.4 million relating to these shares.

In July 2019, the Company issued 205,464 restricted Series H-1 redeemable convertible preferred stock awards (“Series H-1 RSAs”) to certain employees at a grant date fair value of $26.75 in connection with the acquisition of Honest Buildings, Inc. These shares were released from restriction 50% on the first anniversary and 50% on the second anniversary of the acquisition date based on continued service of the employees. As of March 31, 2021, 102,732 of the Series H-1 RSAs were vested, and all Series H-1 RSAs were fully-vested in July 2021. Upon the closing of the IPO, the Series H-1 RSAs automatically converted into shares of restricted common stock on a one-for-one basis. During the three months ended March 31, 2021, the Company recognized stock-based compensation expense of $0.7 million for these shares.

Sales of common stock

During the three months ended March 31, 2021, certain of the Company’s investors acquired outstanding common stock from the Company’s employees. For the shares acquired at a price in excess of the estimated fair value of the Company’s common stock, the Company recorded stock-based compensation expense of $5.5 million for the three months ended March 31, 2021 for the difference between the price paid by the investors and the estimated fair value on the date of the transactions. 

Employee Stock Purchase Plan

In May 2021, the Company’s board of directors adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effective date of the Company's IPO. A total of 2,600,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of our common stock reserved for issuance under the ESPP automatically increases on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding year; and (ii) 3,900,000 shares, except before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Accordingly, on January 1, 2022, the number of shares of common stock reserved under the 2021 ESPP increased by an additional 1,340,469 shares.

The offering periods are scheduled to start in May and November of each year. The first offering period commenced on the Company’s first day of trading on May 20, 2021 and comprises three purchase periods of approximately six months in length, scheduled to end on November 15, 2022. The ESPP provides for consecutive offering periods that will typically have a duration of 12 months in length and comprise two purchase periods of six months in length.

The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25,000 of stock per calendar year. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares shall be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. However, in the event the fair value of the common stock on the purchase date is lower than the fair value on the first trading day of the offering period, the offering period is terminated immediately following the purchase and a new offering period begins the following day. Participants may end their participation at any time prior to the last 15 days of a purchase period and will be repaid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. 

We estimate the fair value of the ESPP purchase rights on the date of grant using the Black-Scholes option pricing model with the following assumptions during the three months ended March 31, 2022.

Risk-free interest rate

 

0.03% to 0.05%

Expected term (in years)

 

0.5 to 1.5

Estimated dividend yield

 

0.00%

Estimated weighted-average volatility

 

63.42% to 69.39%

The term for the ESPP purchase rights is the offering period. We estimate volatility using historical volatilities of a group of public companies in a similar industry and stage of life cycle, selected by management, for a period commensurate with the term. The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted. We have not declared, nor do we expect to declare dividends in the foreseeable future. Consequently, an expected dividend yield of zero was utilized. The fair value of the Company’s common stock used to value ESPP purchase rights is based on the trading price of our publicly traded common stock.

Employee payroll contributions accrued in connection with the ESPP were $10.4 million as of March 31, 2022, and are included within accrued expenses in the condensed consolidated balance sheet. Employee payroll contributions ultimately used to purchase shares will be reclassified to stockholders' equity on the purchase date. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period. Forfeitures are recognized as they occur. During the three months ended March 31, 2022, the Company recorded stock-based compensation of $3.4 million in connection with the ESPP. 

As of March 31, 2022, the total unrecognized stock-based compensation expense related to the ESPP was $9.3 million, which is expected to be recognized over a weighted-average period of 0.4 years.


 

Stock-based compensation

The Company recorded total stock-based compensation cost from stock options, RSUs, ESPP, RSAs, and sales of stock by employees in excess of fair value as follows (in thousands):

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Cost of revenue

 

$

1,458

 

 

$

1,161

 

Sales and marketing

 

 

10,296

 

 

 

3,252

 

Research and development

 

 

13,008

 

 

 

3,246

 

General and administrative

 

 

12,447

 

 

 

2,644

 

Total stock-based compensation expense

 

$

37,209

 

 

$

10,303

 

Stock-based compensation capitalized for software development

 

 

2,166

 

 

 

83

 

Total stock-based compensation cost

 

$

39,375

 

 

$

10,386