Equity-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

7. Equity-Based Compensation

The Board adopted the 2014 Incentive Award Plan ("2014 Plan") to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The 2014 Plan is administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provides for the issuance of stock options, SARs, restricted common stock, restricted stock units ("RSUs"), performance shares, stock payments, cash payments, dividend awards and other incentives. Prior to the adoption of the 2014 Plan, Wayfair LLC issued certain equity awards pursuant to the Wayfair LLC Amended and Restated Common Unit Plan (the "2010 Plan"), which was administered by the Board of Wayfair LLC. Awards issued under the 2010 Plan that remain outstanding currently represent Class A or Class B common stock of Wayfair Inc.

The 2014 Plan initially made 8,603,066 shares of Class A common stock available for future award grants. The 2014 Plan also contains an evergreen provision whereby the shares available for future grants are increased on the first day of each calendar year from January 1, 2016 through and including January 1, 2024. As of January 1, 2022, 6,443,150 shares of Class A common stock were available for future grant under the 2014 Plan. Shares or RSUs forfeited, withheld for minimum statutory tax obligations, and unexercised stock option lapses from the 2010 and 2014 Plans are available for future grant under the 2014 Plan.

The following table presents activity relating to RSUs for the six months ended June 30, 2022:


	Shares	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2021	5,229,708	$	208.62
RSUs granted	5,698,486	$	98.86
RSUs vested	(1,247,551)	$	170.97
RSUs forfeited/canceled	(800,354)	$	180.26
Unvested at June 30, 2022	8,880,289	$	145.92

The intrinsic value of RSUs vested was $166 million and $195 million for the six months ended June 30, 2022 and 2021, respectively. The aggregate intrinsic value of RSUs unvested is $387 million as of June 30, 2022. Unrecognized equity-based compensation expense related to RSUs expected to vest over time is $1.2 billion with a weighted-average remaining vesting term of 1.4 years as of June 30, 2022.