XML 40 R15.htm IDEA: XBRL DOCUMENT v3.22.4
Equity Incentive Plans
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans EQUITY INCENTIVE PLANS
In 2017, the Company adopted the 2017 Stock Incentive Plan (2017 Plan), which provided for the granting of awards to employees, directors, and consultants of the Company. Awards issuable under the Plan include incentive stock options (ISO), nonqualified stock options (NSO), and restricted stock awards. In 2020, the Company adopted the 2020 RSU Equity Incentive Plan (2020 RSU Plan), which provided for the granting of RSUs to certain employees of the Company.
In 2020, the Company adopted the 2020 Equity Incentive Plan (2020 Plan), which became effective in connection with the IPO. The Company’s 2017 Plan and 2020 RSU Plan were terminated in connection with the IPO and no further grants will be made under the 2017 Plan and 2020 RSU Plan from the date that the 2020 Plan became effective.
Stock Options
Stock options to purchase the Company’s Class A common stock may be granted at a price not less than the fair market value of the Company’s Class A common stock at the date of grant in the case of both NSOs and ISOs, except for grants of stock options to an employee or non-employee with options who owns more than 10% of the voting power of all classes of stock of the Company, in which case the exercise price shall be no less than 110% of the fair market value per Class A common stock on the grant date. The exercise price for an ISO cannot be less than the fair market value of the Class A common stock on the grant date. Stock options granted under the 2017 Plan and 2020 Plan generally vest over four years and expire no later than 10 years from the date of grant. 5,336,569 shares of Class A common stock were initially reserved for issuance under the 2020 Plan, which includes 516,710 shares that remained available for issuance under the 2017 Plan. As of December 31, 2022, there are 11,400,396 shares of Class A common stock reserved for issuance under the 2020 Plan, 5,649,834 shares of which are available for issuance in connection with grants of future awards.
Stock option activity for the year ended December 31, 2022 is as follows:
Options Outstanding
Weighted-Average Exercise Price
Weighted-Average Remaining Term (Years)
Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2021
9,832,924$12.49 8.48$139,143 
Options granted3,356,254 13.53 
Options exercised(974,307)3.22 
Options forfeited
(2,000,441)11.55 
Balance at December 31, 2022
10,214,430$13.90 8.00$12,685 
Vested and exercisable, December 31, 2022
4,412,694$8.11 7.29$9,323 
The weighted-average grant-date fair value of stock options granted to employees during the years ended December 31, 2022 and 2021, was $14.15 and $28.93 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021, was $12.7 million and $46.5 million, respectively. As of December 31, 2022, the total unrecognized stock-based compensation related to unvested stock options was $51.4 million, which the Company expects to recognize over a remaining weighted-average period of 2.43 years.
The fair value of stock options granted to employees, directors, and non-employees is calculated using the Black-Scholes option pricing model using the following assumptions:
Year Ended December 31,
2022
2021
Risk-free interest rate
1.6% - 4.2%
0.6% - 1.4%
Expected volatility
59.8% - 97.0%
62.5% - 71.4%
Expected term (in years)
5.77 - 6.08
6.00 - 10.00
Expected dividend yield
——
Restricted Stock Awards
Certain stock options granted provide stock option holders the right to exercise unvested stock options in exchange for restricted shares of Class A common stock. The Company has also issued restricted shares of Class A common stock to employees and directors. There were 60,787 shares and 174,300 shares of restricted stock that were unvested and subject to repurchase as of December 31, 2022 and 2021, respectively.
Restricted Stock Units
The Company has granted RSUs under the 2020 RSU Plan and the 2020 Plan. Restricted stock units (“RSUs”) are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The RSUs cannot be transferred and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The fair value of the RSUs is equal to the closing price of the Company’s
common stock on the grant date. The RSUs generally vest over a two- to three-year period from the vesting start date.
RSU activity for the year ended December 31, 2022 is as follows:
Number of Shares
Weighted-Average
Grant Date
Fair Value
Balance at December 31, 2021
740,366$26.49 
Granted1,738,125 14.61 
Vested
(319,598)18.42 
Forfeited
(507,917)17.61 
Balance at December 31, 2022
1,650,976$18.23 
As of December 31, 2022, the total unrecognized stock-based compensation related to RSUs was $22.5 million, which the Company expects to recognize over a remaining weighted-average period of 2.92 years.
Employee Stock Purchase Plan
In November 2020, the Company’s board of directors adopted the 2020 Employee Stock Purchase Plan (ESPP), which was subsequently approved by the Company’s stockholders and became effective in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation.
A total of 1,195,327 shares of Class A common stock are reserved for issuance under the ESPP as of December 31, 2022. During the year ended December 31, 2022, 107,499 shares of Class A common stock were issued under the ESPP. As of December 31, 2022, the total unrecognized stock-based compensation related to the ESPP was $0.2 million, which the Company expects to recognize over a remaining weighted-average period of 0.37 years.
The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model, based on the following assumptions:
Year Ended December 31,
2022
2021
Risk-free interest rate
1.5%-4.5%
0.1%
Expected volatility
79.1%-88.5%
56.9% - 67.4%
Expected term (in years)
0.50
0.34 - 0.50
Expected dividend yield
——
Stock-Based Compensation
The following table summarizes the components of stock-based compensation recognized in the Company’s consolidated statements of operations and comprehensive loss (in thousands):
Year Ended December 31,
20222021
Cost of revenue$1,083 $1,800 
Research and development9,125 4,422 
Selling, general and administrative23,465 19,705 
Total stock-based compensation$33,673 $25,927 
In February 2022, in connection with a leave of absence taken by one of the Company’s executives, a total of 1,330,892 share-based awards were modified to extend the overall term and change the timing of the vesting of the awards. The total incremental stock-based compensation associated with the modification is $0.9 million, which will be recognized over the next eight years.
On June 21, 2022, the Company’s Board of Directors approved an option repricing to reduce the exercise price of certain vested, outstanding, and unexercised stock options with an exercise price greater than $19.00 per share that were held by employees who were not members of the Board of Directors or officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (“Non-Section 16 employees”) to $19.00 per share, which was the Company’s initial public offering price. The Board of Directors also approved the repricing of certain unvested, outstanding, and unexercised stock options with an exercise price greater than $19.00 per share that were held by Non-Section 16 employees to $7.40 per share, which was the closing price of the Company’s Class A common stock on the Nasdaq Global Select Market on the date of the approval of the repricing. Except for the exercise price, the amended stock options have the same terms and conditions (including vesting schedule, number of shares, and expiration date) and will continue to be governed by the terms of the 2020 Equity Incentive Plan.
As a result of the option repricing, the Company recorded $4.8 million of incremental compensation expense during the year ended December 31, 2022. The total unrecognized incremental stock-based compensation associated with the option repricing is $1.8 million, which will be recognized over the next three years.