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Stock-based compensation
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-based compensation Stock-based compensation
The Company’s equity incentive plans provide for granting various stock-based awards to eligible employees, non-employee directors, and consultants of the Company. In addition, the Company offers an employee stock purchase plan to eligible employees.
The Company recognized stock-based compensation expense for all equity arrangements as follows:
Years Ended December 31,
202420232022
(in thousands)
Cost of revenue:
Subscription$11,518 $10,229 $8,854 
Services1,674 1,386 1,299 
Sales and marketing30,299 33,127 33,559 
Research and development25,324 23,719 24,392 
General and administrative28,575 32,539 41,066 
$97,390 $101,000 $109,170 
The tax benefit related to stock-based compensation was not material for the years ended December 31, 2024 and 2023. The Company recognized a tax benefit related to stock-based compensation of $10.1 million for the year ended December 31, 2022.
Equity Incentive Plans
On July 21, 2020, the Company adopted the 2020 Plan. The 2020 Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other stock-based awards, and (vi) other cash-based awards to eligible employees, non-employee directors, and consultants of the Company. We initially reserved 14,800,000 shares of our common stock for issuance under the 2020 Plan. The total number of shares reserved for issuance under the 2020 Plan increases on January 1st of each of the first 10 calendar years during the term of the 2020 Plan by the lesser of: (i) a number of shares of our common stock equal to 4% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year or (ii) a number of shares of our common stock as determined by our Board. The
maximum number of shares of common stock available for issuance under the 2020 Plan was 34,261,070 shares as of January 1, 2024. As of December 31, 2024, 14,170,433 shares of common stock are reserved for additional grants under the 2020 Plan.
The 2017 Option Plan became effective November 13, 2017 upon the approval of the Board and, prior to the adoption of the 2020 Plan, served as the umbrella plan for the Company’s stock-based and cash-based incentive compensation program for its officers and other eligible employees. The aggregate number of shares of common stock that may be issued under the 2017 Option Plan may not exceed 8,470,000 shares. As of December 31, 2024, 128,928 shares of common stock are reserved for additional grants under the 2017 Option Plan. All stock options previously granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date.
Return Target Options
The table below summarizes return target option activity for the year ended December 31, 2024:
OptionsWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding, December 31, 20232,594,622 $6.61 4.3$29,697 
Exercised(329,347)6.30 3,955 
Outstanding, December 31, 20242,265,275 $6.66 3.7$16,740 
Options exercisable at December 31, 20242,265,275 $6.66 3.7$16,740 
Vested or expected to vest at December 31, 20242,265,275 $6.66 3.7$16,740 
The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last day of the period. The Company issues new shares when return target options are exercised. All awards expire after 10 years.
The return target options outstanding on June 27, 2022 were modified such that these options were deemed fully vested as of June 30, 2022. During the three months ended June 30, 2022, with the filing of a Form S-3 “shelf” registration statement, the market condition and the implied performance obligation were deemed to be satisfied and the Company recognized $33.0 million of stock-based compensation expense. The fair value of the awards immediately before the modification was higher than the fair value immediately after the modification and therefore no incremental compensation cost was recognized.
No return target options were granted during the years ended December 31, 2024, 2023, and 2022. The aggregate intrinsic value of the options exercised, which represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option, was $4.0 million, $9.3 million, and $7.9 million for the years ended December 31, 2024, 2023, and 2022, respectively. The total fair value of return target options vested during the year ended December 31, 2022 was $33.0 million. There is no remaining unrecognized compensation expense related to these return target options as of December 31, 2024.
Service-Based Options
The table below summarizes the service-based option activity for the year ended December 31, 2024:
OptionsWeighted‑
Average
Exercise
Price
Weighted‑
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding, December 31, 20231,048,885 $5.54 3.2$13,129 
Exercised(291,542)5.61 4,001 
Outstanding, December 31, 2024757,343 $5.52 3.0$6,464 
Options exercisable at December 31, 2024757,343 $5.52 3.0$6,464 
Vested or expected to vest at December 31, 2024757,343 $5.52 3.0$6,464 
The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last day of the period. Service-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. The Company issues new shares when service-based options are exercised. All service-based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. All awards expire after 10 years.
No service-based options were granted during the years ended December 31, 2024, 2023, and 2022. The aggregate intrinsic value of the options exercised, which represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option, was $4.0 million, $2.2 million, and $11.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. There is no remaining unrecognized compensation expense related to service-based options as of December 31, 2024.
Restricted Stock Units
RSU activity for the year ended December 31, 2024 was as follows:
UnitsWeighted-Average Grant Date Fair Value (per share)
Outstanding, December 31, 202310,551,679 $24.49 
Granted5,717,753 17.47 
Vested(3,438,266)25.93 
Forfeited(1,094,021)23.69 
Outstanding, December 31, 202411,737,145 $20.73 
RSUs under the 2020 Plan generally vest ratably on an annual basis over four years. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2024, 2023, and 2022 was $17.47, $19.45, and $27.50, respectively. There was $177.2 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.5 years as of December 31, 2024. The total fair value of RSUs vested during the years ended December 31, 2024, 2023, and 2022 was $89.1 million, $74.0 million, and $60.4 million, respectively.
In connection with the Company’s former CEO Dean Hager’s Transition and Retirement Agreement, dated May 2, 2023, and his retirement effective September 1, 2023, the Company recognized incremental stock-based compensation expense related to the modification of vested stock options and acceleration of expense of unvested RSUs through the retirement date of $10.0 million during the year ended December 31, 2023.
Long-Term Incentive Plan
In 2021, the Company offered employees with LTIP grants the opportunity to convert those awards into RSUs under the 2020 Plan. The conversion of the previously outstanding LTIP grants into RSUs resulted in the recognition of $4.5 million of stock-based compensation expense during the year ended December 31, 2022. The expense on the unvested RSUs was recognized on a straight-line basis over the vesting period.
Employee Stock Purchase Plan
On May 25, 2021, the Company adopted the 2021 ESPP. The 2021 ESPP provides for six-month offering periods beginning approximately May 1st and November 1st of each fiscal year and provides eligible employees the opportunity to purchase shares of the Company’s common stock through accumulated payroll deductions at a 15% discount. On each purchase date, the purchase price of the shares is the lesser of (i) 85% of the fair market value of the Company’s common stock on the first day of trading of the offering period or (ii) 85% of the fair market value of the Company’s common stock on the last day of trading of the offering period. Payroll deductions are limited to 15% of an employee’s eligible compensation. The number of shares an employee may purchase during any offering period is limited to an aggregate value of $25,000 per calendar year based on the stock price on the first day of trading of the offering period. As of December 31, 2024 and 2023, the Company withheld, at the employees’ request, $0.8 million and $1.0 million, respectively, of eligible employee compensation, which is included in accrued liabilities in the consolidated balance sheets, for purchases of common stock under the 2021 ESPP.
As of December 31, 2024, 5,588,043 shares of common stock were reserved for future issuance under the 2021 ESPP. The total number of shares reserved for issuance under the 2021 ESPP increases on January 1st of each of the first 10 calendar years after the first offering date by a number of shares of our common stock equal to 1% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year. The aggregate number of shares issued over the term of the 2021 ESPP will not exceed 16,000,000 shares.
ESPP activity for the years ended December 31, 2024, 2023, and 2022 was as follows:
Years Ended December 31,
202420232022
Shares issued
378,988433,121295,189
Weighted-average purchase price
$13.60 $14.34 $22.80 
Total proceeds (in thousands)
$5,156 $6,077 $6,840 
The grant date fair value of shares issued under the 2021 ESPP equals the sum of (i) 15% of the Company’s quoted stock price on the first day of trading of the offering period and (ii) 85% of the fair market value of a stock option using the Black-Scholes option pricing model. The average grant date fair value for the offering periods under the 2021 ESPP that commenced in 2024, 2023, and 2022 were $4.68, $4.63, and $8.28 per share, respectively. The Company used the following assumptions in the Black-Scholes option pricing model:
Years Ended December 31,
202420232022
Expected term0.5 years0.5 years0.5 years
Expected volatility
40.90% - 40.96%
43.00% - 51.25%
60.05% - 64.90%
Risk-free interest rate
4.42% - 5.43%
5.14% - 5.51%
1.49% - 4.58%
Expected dividend yield—%—%—%
The expected term is based on the duration of the offering period. The expected volatility is based on the Company’s historical data. The risk-free interest rate is based on U.S. Treasury instruments with terms that are consistent with the offering period. The expected dividend yield is zero as we do not currently pay dividends and have no plans to pay dividends in the foreseeable future.
There was $0.5 million of unrecognized compensation expense related to the 2021 ESPP that is expected to be recognized over a period of four months as of December 31, 2024.