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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Employee Equity Incentive Plans
Our Board or its compensation committee is authorized to grant stock-based awards under an approved equity incentive plan adopted in 2020 (the “2020 Plan”), which may be issued as awards covering either Class A or Class B common stock. Notwithstanding anything to the contrary in the 2020 Plan, no more than 300.0 million shares of common stock (either Class A or Class B common stock) may be issued pursuant to the exercise of incentive stock options under the 2020 Plan.
The number of shares available for issuance under the 2020 Plan will increase annually on the first day of each calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 5% of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our Board.
At December 31, 2023, 61.9 million shares were available for issuance under the 2020 Plan.
We also allow our employees to participate in a stockholder-approved employee stock purchase plan ("ESPP"). The shares available for issuance under the ESPP increases by 1% at the beginning of each calendar year based on the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and may be reduced as is determined by our Board. In no event will more than 100.0 million shares of Class A common stock be available for issuance under the ESPP. The ESPP allows eligible employees to purchase our common stock, through payroll deductions, at 85% of the lower of the fair market value of Class A common stock on the first trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable purchase period. The ESPP is intended to qualify as an employee stock purchase plan under the IRS Code Section 423.
The stock-based compensation cost related to ESPP is not material to our consolidated financial statements. At December 31, 2023, 20.6 million shares were available for issuance under the ESPP.
Stock Options
Stock options granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of the employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh stock option grants for employees generally vest quarterly over a four-year period. In limited circumstances, stock option grants to senior level executives may have shorter vesting terms than the aforementioned. All stock options have a ten-year term. Stock options granted do not include any forfeitable or non-forfeitable dividend equivalent rights.
On April 25, 2023, Trevor Bezdek and Douglas Hirsch (our "Co-Founders"), transitioned from being our Co-Chief Executive Officers to Chairman of the Board and Chief Mission Officer, respectively, in addition to continuing as directors of our Board (the “Transition”). In connection with the Transition, our Board appointed Scott Wagner as our Interim Chief Executive Officer (principal executive officer), effective April 25, 2023. In May 2023, pursuant to the terms of his employment agreement, our Board granted Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock. The grant date fair value of the stock option award was $9.6 million, which vests and becomes exercisable in twelve equal monthly installments through April 2024, subject to Mr. Wagner’s continued employment through the applicable vesting date.
A summary of the stock option activity is as follows:
(in thousands, except per share amounts and term information)SharesWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term		Aggregate
Intrinsic
Value
Outstanding at December 31, 202217,265$7.72 7.3 years$5,321 
Granted10,4455.69 
Exercised(1,828)3.44 
Expired / Cancelled / Forfeited(2,382)8.77 
Outstanding at December 31, 202323,500$7.04 7.9 years$20,689 
Exercisable at December 31, 202311,309$7.16 6.6 years$11,059 
The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2023, 2022 and 2021 was $3.70, $5.41 and $18.81, respectively. The aggregate intrinsic value of options exercised for the years ended December 31, 2023, 2022 and 2021 was $5.8 million, $18.2 million and $244.4 million, respectively. The fair value of stock options that vested during the years ended December 31, 2023, 2022 and 2021 was $28.8 million, $14.6 million and $15.3 million, respectively.
All stock options outstanding at December 31, 2023 were options to purchase shares of Class A common stock. The fair value of option awards issued with service or performance vesting conditions are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used:
Year Ended December 31,
202320222021
Risk-free interest rate
3.4% - 4.4%
1.7% - 3.8%
0.9% - 1.3%
Expected term
5.2 - 6.1 years
5.7 - 6.1 years
5.7 - 6.1 years
Expected stock price volatility
70% - 77.5%
60% - 77.5%
57.5% - 60%
Dividend yield— — — 
For the years ended December 31, 2023, 2022 and 2021, the stock-based compensation expense related to stock options was $26.1 million, $12.7 million and $14.3 million, respectively. At December 31, 2023, there was $51.9 million of
total unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a weighted average remaining service period of 2.6 years.
Restricted Stock Awards and Restricted Stock Units
A summary of the Restricted Stock Awards ("RSAs") and Restricted Stock Unit activity is as follows:
(in thousands, except per share amounts)Restricted
Stock
Awards 		Restricted
Stock Units
for Class A
Common
Stock 		Restricted
Stock Units
for Class B
Common
Stock 		Weighted
Average
Grant Date
Fair Value
Nonvested restricted stock awards or restricted stock
units at December 31, 2022		46918,4613,592$13.69 
Granted—18,288—5.53 
Vested(469)(7,264)(2,053)14.05 
Forfeited—(3,893)—7.18 
Nonvested restricted stock units at December 31, 2023—25,5921,539$8.99 
For the years ended December 31, 2023, 2022 and 2021, the fair value of RSAs and RSUs that vested was $137.5 million, $121.5 million and $95.8 million, respectively.
Restricted Stock Awards
RSAs were originally granted in April 2019 with a weighted average grant date fair value per share of $3.88. These RSAs vested equally on each anniversary from the grant date through April 2023, subject to continued service.
Restricted Stock Units for Class A Common Stock
RSUs granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of the employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh RSU granted to employees generally vest quarterly over a four-year period. For the years ended December 31, 2023, 2022 and 2021, total stock-based compensation expense related to RSUs was $57.0 million, $61.2 million and $53.5 million, respectively. At December 31, 2023, there was $173.2 million of total unrecognized stock-based compensation cost related to these RSUs, which is expected to be recognized over a weighted average remaining service period of 2.9 years.
Restricted Stock Units for Class B Common Stock
In September 2020, our Board granted RSUs covering an aggregate of 24.6 million shares of Class B common stock to our Co-Founders (the “Founders Awards”), subject to the completion of our IPO and continued employment through the applicable vesting dates. Each of our Co-Founders received (i) 8.2 million RSUs that vest based on the achievement of certain stock price goals, (the “Performance-Vesting Founders Awards”) and (ii) 4.1 million RSUs that vest and settle in equal quarterly installments over four years, subject to certain vesting acceleration terms (the “Time-Vesting Founders Awards”). The grant date fair value of these awards totaled $533.3 million. We used a Monte Carlo simulation model to calculate the grant date fair value and derived service period of the Performance-Vesting Founders Awards.
All of the Performance-Vesting Founders Awards vested in 2020 and the issuance of the shares for these awards was deferred by three-years from the applicable vesting date, or earlier, upon a qualifying change in control or to satisfy tax withholding requirements as stipulated under the terms and conditions of the agreements governing the Founders Awards. At the time of vesting, we settled 0.7 million RSUs which were sufficient to satisfy certain tax withholding obligations due in the year of vesting. There were no risks of forfeiture after the Performance-Vesting Founders Awards vested in 2020. In October 2023, we net settled the remaining 15.7 million vested shares of Class B common stock underlying the Performance-Vesting Founders Awards and remitted cash consideration of $44.5 million on behalf of our Co-Founders to the relevant tax authorities to satisfy income tax withholding obligations. We withheld an aggregate of 8.1 million shares of our Class B common stock and delivered an aggregate of 7.6 million shares of our Class B common stock to our Co-Founders to net settle the award. The net 7.6 million shares of Class B common stock were delivered in an equivalent number of shares of Class A common stock on the settlement date.
During the years ended December 31, 2023, 2022 and 2021, we recognized $20.5 million, $44.5 million and $90.9 million of stock-based compensation expense, respectively, related to the Founders Awards. At December 31, 2023, we recognized a cumulative $528.9 million of stock-based compensation expense related to the Founders Awards, of which $209.1 million related to the Time-Vesting Founders Awards and $319.8 million related to the Performance-Vesting Founders Awards. At December 31, 2023, there was $4.4 million of total unrecognized stock-based compensation cost related to the Time-Vesting Founders Awards, all of which is expected to be recognized in 2024.