Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

2021 Stock Incentive Plan (“2021 SI Plan”)

In July 2021, the Company adopted the 2021 SI Plan. The 2021 SI Plan allows the Board to grant incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Company’s Class A Common Stock to employees, directors, and non-employees. At the Special Meeting held on August 16, 2023, FF stockholders approved (among other proposals) an amendment to the 2021 Plan to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 206,785,991 shares.

As of June 30, 2023 and December 31, 2022, the Company had 58,654,563 and 24,252,537 shares of Class A Common Stock available for future issuance under its 2021 SI Plan.

During the six months ended June 30, 2023, the Company granted 3.0 million stock options which had a weighted-average grant date fair value of $1.08 per share. 2.0 million stock options vest ratably over eight years. 1.0 million stock options commenced vesting on March 29, 2023 upon the start of production of the FF 91 Futurist Alliance at its FF ieFactory California, and 25% of such stock options will vest on each of the first four one-year anniversaries of the vesting start date. As of June 30, 2023, the total remaining stock-based compensation expense for unvested stock options was $1.2 million, which is expected to be recognized over a weighted-average period of 2.31 years.

During the six months ended June 30, 2023, the Company granted 6.4 million restricted share units (“RSUs”), which had a weighted-average grant date fair value of $0.94 per share, and 0.6 million performance share units (“PSUs”), which had a weighted-average grant date fair value of $1.08 per share. The substantial majority of the RSUs will vest ratably over four years. The PSUs will commence vesting upon the start of delivery of the FF 91 Futurist Alliance, and 25% of such PSUs will vest on each of the first four one-year anniversaries of the vesting start date. As of June 30, 2023, the total remaining stock-based compensation expense for unvested RSU’s was $2.8 million, which is expected to be recognized over a weighted-average period of 3.57 years.

The following table presents stock-based compensation expense included in each respective expense category in the unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Research and development	$	480	$	3,078	$	6,896	$	4,701
Sales and marketing	50		251		810		625
General and administrative	109		(202)		1,566		1,148
	$	639	$	3,127	$	9,272	$	6,474

Included in stock-based compensation expense for the three months ended June 30, 2023 is a $0.3 million gain related to when the Company’s share-based payment awards were classified as liabilities from April 21, 2023 through June 30, 2023. Included in stock-based compensation expense for the six months ended June 30, 2023 is $4.8 million related to when the Company’s share-based payment awards were classified as liabilities from time to time during the six months ended June 30, 2023.