Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

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, 2024, 78.4 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, 2024, 24.1 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 early exercise rights and 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.

In April 2023, our Board appointed Scott Wagner as our Interim Chief Executive Officer. In May 2023, our Board granted

Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock with a grant date fair value of

$9.6 million that vests in twelve equal monthly installments. In March 2024, our Board granted Mr. Wagner a stock option

award covering 0.9 million shares of our Class A common stock with a grant date fair value of $4.0 million that vests in eight

equal monthly installments. As of December 31, 2024, all stock option awards of Mr. Wagner were fully vested and

exercisable.

On December 12, 2024, our Board appointed Wendy Barnes as our Chief Executive Officer and President, effective

January 1, 2025, succeeding Mr. Wagner. In connection with her appointment, Ms. Barnes, among other compensation, will

receive a stock option award with an aggregate value of $9.0 million. The number of shares of our Class A common stock

subject to the stock option award shall be determined based on the per share Black- Scholes option pricing model as of the

first trading day of the first “open window” that occurs following January 1, 2025. The stock option award is early exercisable

and vests with respect to 25% of the total award on January 15, 2026, and thereafter quarterly over the remaining three-year

period.

A summary of the stock option activity is as follows:


(in thousands, except per share amounts and term information)	Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2023	23,500	$7.04	7.9 years	$20,689
Granted	4,890	7.18
Exercised	(3,287)	5.75		8,003
Expired / Cancelled / Forfeited	(3,988)	6.81
Outstanding at December 31, 2024	21,115	$7.32	7.2 years	$1,290
Exercisable at December 31, 2024	13,319	$7.49	6.7 years	$1,290

The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2024,

2023 and 2022 was $4.75, $3.70 and $5.41, respectively. The aggregate intrinsic value of options exercised for the years

ended December 31, 2024, 2023 and 2022 was $8.0 million, $5.8 million and $18.2 million, respectively. The fair value of

stock options that vested during the years ended December 31, 2024, 2023 and 2022 was $26.2 million, $28.8 million and

$14.6 million, respectively.

All stock options outstanding at December 31, 2024 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,
	2024	2023	2022
Risk-free interest rate	3.7% - 4.6%	3.4% - 4.4%	1.7% - 3.8%
Expected term	5.2 - 6.3 years	5.2 - 6.1 years	5.7 - 6.1 years
Expected stock price volatility	65% - 72.5%	70% - 77.5%	60% - 77.5%
Dividend yield	—	—	—

For the years ended December 31, 2024, 2023 and 2022, the stock-based compensation expense related to stock

options was $25.7 million, $26.1 million and $12.7 million, respectively. At December 31, 2024, there was $33.8 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 2.5 years.

Restricted Stock Units

A summary of the Restricted Stock Unit activity is as follows:


(in thousands, except per share amounts)	Restricted Stock Units for Class A Common Stock	Restricted Stock Units for Class B Common Stock	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	25,592	1,539	$8.99
Granted	12,869	—	7.24
Vested	(9,913)	(1,539)	11.40
Forfeited	(6,179)	—	7.30
Outstanding at December 31, 2024	22,369	—	$7.22

For the years ended December 31, 2024, 2023 and 2022, the fair value of RSUs that vested was $130.4 million, $137.5

million and $121.5 million, respectively.

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. In limited circumstances, RSU grants to senior level executives

may have shorter vesting terms than the aforementioned.

For the years ended December 31, 2024, 2023 and 2022, total stock-based compensation expense related to RSUs

was $68.0 million, $57.0 million and $61.2 million, respectively. At December 31, 2024, there was $139.9 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 2.6 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 initial public offering 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 and the settlement of shares is to be deferred by three-years from the applicable

vesting date (the “Performance-Vesting Founders Awards”) and (ii) 4.1 million RSUs that vest and settle in equal quarterly

installments over four years (the “Time-Vesting Founders Awards”), subject to certain vesting acceleration terms including to

satisfy certain tax withholding obligations at the time of vesting. The grant date fair value of these awards totaled $533.3

million, of which $213.5 million related to the Time-Vesting Founders Awards and $319.8 million related to the Performance-

Vesting Founders Awards.

All of the Performance-Vesting Founders Awards vested in October 2020 and we settled 0.7 million RSUs to satisfy

certain tax withholding obligations at that time. At the time of vesting, the remaining 15.7 million vested shares were

contingently issuable where there was no circumstance under which those shares would not be issued. In October 2023, we

net settled the remaining 15.7 million vested shares 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 which was automatically converted to an equivalent number of shares of Class A

common stock on the settlement date.

During the years ended December 31, 2024, 2023 and 2022, we recognized $4.4 million, $20.5 million and $44.5 million

of stock-based compensation expense, respectively, related to the Founders Awards. Stock-based compensation expense

related to the Founders Awards was fully recognized as of December 31, 2024