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Equity-based Compensation Plans
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Equity-based Compensation Plans Equity-based Compensation Plans
Our board of directors adopted the 2021 Plan in February 2021, which was subsequently approved by our stockholders in February 2021. The 2021 Plan provides for the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other equity-based awards (or the cash equivalent thereof). Initially, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2021 Plan is 215,103,732 shares. In addition, the number of shares of the Company’s Class A common stock reserved for issuance under the 2021 Plan will be increased on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors.
Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2021 Plan. Additionally, shares become available for future grant under the 2021 Plan if they were issued under stock awards under the 2021 Plan and the Company repurchases them or they are forfeited.
RSUs
The Company had previously granted REUs under the 2011 Plan, which vest upon the satisfaction of both a service-based condition and a performance-based condition. In connection with the Company’s Corporate Conversion and IPO, the outstanding awards were converted into RSUs. RSUs generally vest over 2 to 4 years from the vesting start date, subject to the recipient remaining an employee of the Company at each vesting date.
For the RSUs with the performance condition satisfied upon the completion of the Company’s IPO, the Company recorded $41 million in equity-based compensation expense for the year ended December 31, 2021, consisting primarily of a cumulative catch-up adjustment related to such awards based on the full or partial fulfillment of requisite service periods. Unrecognized equity-based compensation expense related to these awards will be recorded over the remaining requisite service period.
As of December 31, 2021, the Company had $441 million of unamortized compensation costs related to all unvested RSU awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.9 years, net of estimated forfeitures.
Stock Options
The Company had previously granted unit options under the 2011 Plan, which vest upon the satisfaction of a service-based condition. In connection with the Company’s Corporate Conversion and IPO, the outstanding awards were converted into stock options.
The Company’s stock options are granted with exercise prices equal to the estimated fair value of the common shares at the date of grant. The stock options generally expire ten years from the grant date.
The total unrecognized compensation expense related to unvested stock options was $37 million, which will be recognized over the weighted-average remaining service period of approximately 2.0 years, net of estimated forfeitures.
PIUs
Prior to the IPO, the Company granted common units designated as PIUs that vested upon the satisfaction of a service-based condition and with respect to certain awards, vesting accelerates upon the occurrence of an IPO. Holders of vested PIUs had similar rights to those of common unit holders. The PIUs (with the exception of those granted to the Company’s Chief Executive Officer, which convert into an equal number of shares of Class B common stock) converted to shares of Class A common stock at a ratio based on the excess of the per common unit value of the Company at the time of a Corporate Conversion over the per common unit value designated at the grant date of the PIUs (the participation threshold), as specified in the underlying award agreements. All outstanding PIUs automatically converted into 22,367,358 shares of Class A common stock and 43,143,440 shares of Class B common stock at the time of the Corporate Conversion. Furthermore, the accelerated vesting condition of 13 million unvested PIUs, with a weighted average grant-date fair value of $1.95, were satisfied upon the completion of the Company's IPO and thus, the Company recorded $25 million in equity-based compensation related to the accelerated vesting of PIUs for the year ended December 31, 2021. The Company had no PIUs granted during 2021 and no outstanding PIUs as of December 31, 2021. The weighted-average grant-date fair value of PIUs granted during 2020 was $2.44 and no PIUs were granted during 2019.
As of December 31, 2021, the Company has 153 million shares of common stock available for future issuance to employees.
The tables below summarize the Company’s stock option and RSU activity:
Outstanding Options
(in thousands, except unit price)Number
of
Options
Weighted
Average Exercise
Price
Weighted-Average
Remaining Contractual
Term (in years)
Aggregate Intrinsic Value
December 31, 201868,836 $1.71 8.20$26,976 
Granted30,917 $2.03 
Forfeited / cancelled(12,401)$1.95 
Exercised(5,077)$1.34 
December 31, 201982,275 $1.81 7.95$34,636 
Granted9,834 $2.59 
Forfeited / cancelled(8,190)$2.06 
Exercised(18,215)$1.59 
December 31, 202065,704 $1.95 7.40$401,846 
Granted6,608 $16.46 
Forfeited / cancelled(5,910)$2.02 
Exercised(34,767)$1.79 
December 31, 202131,635 $5.15 6.94$766,531 
Exercisable as of December 31, 202112,134 $4.02 6.53$307,704 
Expected to vest as of December 31, 202117,261 $6.31 7.12$398,165 
Outstanding RSUs
(in thousands, except unit price)Number of RSUsWeighted Average Grant-Date Fair Value
December 31, 2018261 $1.97 
Granted7,929 2.10 
Vested— — 
Forfeited / cancelled(725)2.10 
December 31, 20197,465 $2.09 
Granted14,011 7.06 
Vested(53)2.06 
Forfeited / cancelled(658)4.58 
December 31, 202020,765 $4.80 
Granted17,646 32.17 
Vested(12,478)3.97 
Forfeited / cancelled(2,422)25.64 
December 31, 202123,511 $23.80 
Equity-based Compensation Expense
Stock options and RSUs are measured at the estimated fair value on the measurement date, which is typically the grant date. In the first quarter of 2021, the Company changed its policy for recognizing equity-based compensation expense from the graded vesting attribution method of accounting to the straight-line attribution method of accounting for its equity-based compensation arrangements with service only vesting conditions. For additional information, see Note 2 — "Change in Accounting Principle."
The fair value of stock options is estimated on the grant date with the following assumptions:
December 31,
202120202019
Weighted-average expected term (years)4.276.156.00
Weighted-average expected volatility70%66%60%
Expected dividend yield
Risk-free interest rate0.62%0.34%-1.68%1.59%-2.98%

The following information is provided for our stock options:
(in thousands, except per unit amounts)
December 31,
202120202019
Weighted average grant-date fair value of stock options granted$16.46 $1.57 $1.15 
Intrinsic fair value of stock options exercised$675,935 $44,076 $3,823 
Expected Term - The expected term represents the period that the Company’s equity-based awards are expected to be outstanding, which is determined based on the contractual terms, vesting schedules and expectations of future option holder behavior.
Expected Volatility - As the Company’s option grants occurred prior to the IPO, and the Company had no trading history for the Company’s common units, the expected price volatility for the Company’s common units was estimated by taking the average historical price volatility for industry peers, which the Company had designated, based on daily price observations over a period equivalent to the expected term of the unit option grants. Industry peers, which the Company had designated, consisted of several public companies in the industry similar in size, stage of life cycle and financial leverage. These industry peers were also utilized in the Company’s common unit valuations.
Expected Dividend Yield - The Company has never declared or paid any cash dividends to holders of common shares and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero.
Risk-free Interest Rate - The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.
The following table presents the effects of equity-based compensation, as retrospectively adjusted for the change in accounting principle described above, in the consolidated statements of operations and comprehensive loss:
Year Ended December 31,
(in thousands)202120202019
Cost of sales$10,981 $620 $365 
Operating, general and administrative238,364 30,711 20,458 
Total$249,345 $31,331 $20,823