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Stockholders' Equity and Stock-based Compensation
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders' Equity and Stock-based Compensation Stockholders' Equity and Stock-based Compensation
Equity Incentive Plans
Restated 2012 Equity Incentive Plan
On June 8, 2022 ("Effective Date"), the Company's stockholders approved the Amended and Restated 2012 Equity Incentive Plan (the "Restated 2012 Plan"). Under the Restated 2012 Plan, the Company is authorized to grant to eligible participants incentive stock options, nonstatutory stock options, restricted stock, restricted stock units ("RSUs"), stock appreciation rights, performance units and performance shares. Pursuant to the relevant plan provisions, 3,072 thousand shares were available for grant under the Restated 2012 Plan on the Effective Date. In addition, any outstanding awards or options granted under the previous version of the 2012 Equity Incentive Plan (“Previous 2012 Plan”) will be added back to the shares available for grant under the Restated 2012 Plan if they expire unexercised or are otherwise forfeited after the Effective Date. Any remaining shares available for grant under the Previous 2012 Plan as of the Effective Date were no longer available for future grants under the Restated 2012 Plan.
On June 12, 2024, the Company's stockholders approved an amendment and restatement to the Restated 2012 Plan to increase the number of shares of the Company's common stock reserved for issuance by 1,092 thousand shares.
As of June 30, 2024, 2,716 thousand shares were available for grant under the Restated 2012 Plan.
2021 Employee Stock Purchase Plan
On June 9, 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). A total of 600 thousand shares were authorized for issuance to eligible participating employees upon adoption of the ESPP. The ESPP provides for consecutive 6-month offering periods beginning on or about August 16 and February 16 of each year. Eligible employees who elect to participate can contribute from 1% to 15% of their eligible compensation through payroll withholding. During any offering period, contribution rates cannot be changed. However, eligible employees may withdraw from the current offering period. Any contributions made prior to each purchase date in the case of withdrawal or termination of employment will be refunded. On each purchase date, eligible participating employees will purchase the shares at a price per share equal to 85% of the lesser of (i) the fair market value of the Company's stock on the first trading day of the offering period or (ii) the fair market value of the Company's stock on the purchase date (i.e., the last trading day of the offering period).
During the six months ended June 30, 2024, 29 thousand shares were issued in connection with the purchase of common stock by participating employees. As of June 30, 2024, 465 thousand shares were available for future purchases.
Stock Options
Stock options granted under the Restated 2012 Plan and Previous 2012 Plan (collectively, the "Plans") generally vest based on continued service over four years and expire ten years from the date of grant.
A summary of the Company’s stock option activity during the six months ended June 30, 2024 is as follows:
Outstanding OptionsWeighted Average Exercise
Price
Weighted Average Remaining
Contractual Life
Aggregate Intrinsic Value
(in thousands)(Years)(in thousands)
Balance as of December 31, 20231,447$97.98 6.5$142,302 
Granted137$167.29 
Exercised(107)$55.74 
Canceled(46)$123.66 
Balance as of June 30, 20241,431$106.93 6.5$54,911 
Vested and expected to vest as of June 30, 20241,276$102.70 6.2$53,581 
Exercisable as of June 30, 2024791$81.61 4.9$48,263 
Restricted Stock Units
RSUs granted under the Plans generally only contain a service-based vesting condition that is typically satisfied over four years.
Performance-based Restricted Stock Units ("PRSUs") granted under the Plans contain both service-based and performance-based vesting conditions. In February 2024, the Company granted PRSUs to its executive officers and certain other members of its senior leadership team. The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets, including revenue growth and adjusted EBITDA margin, set by the Compensation and Talent Committee of the board of directors of the Company. The target PRSUs are scheduled to vest in three equal annual installments over a three-year period. Each annual installments at 200% of the annual target will be considered granted when the performance targets for the corresponding performance year is determined and approved. The actual number of the PRSUs earned and eligible to vest ranges from 0% to 200% of the annual target number of PRSUs granted based on the weighted-average achievement of such Company annual performance metrics set for the corresponding annual performance period. The vesting and release of the first and second installment is capped at 100% of the target number at the end of the first and second year, respectively, with cumulative achievement over 100%, if any, to be vested and released at the end of the third year, together with the vesting of the third installment. For PRSUs granted
under the Plans, any unvested PRSU award may be accelerated in part or in full upon the occurrence of certain events, such as death or disability, or a change in control, as defined in the grant agreement.
A summary of the Company’s RSU activity, inclusive of PRSU activity, during the six months ended June 30, 2024 is as follows:
Outstanding RSUsWeighted Average Grant Date Fair Value
Per Share
(in thousands)
Balance as of December 31, 20231,074(1)$133.60 
Granted233(2)$166.97 
Vested(240)(3)$127.56 
Forfeited(126)(4)$137.67 
Balance as of June 30, 2024941(5)$142.84 
Outstanding and expected to vest as of June 30, 2024712$139.13 
(1)Included 139 thousand PRSUs granted to certain executive officers in 2023, 2022 and 2021.
(2)Included 156 thousand PRSUs granted to certain executive officers in the six months ended June 30, 2024.
(3)Included 64 thousand PRSUs granted to certain executive officers in 2023, 2022 and 2021.
(4)Included 61 thousand PRSUs granted to certain executive officers in 2023, 2022 and 2021.
(5)Included 170 thousand PRSUs granted to certain executive officers in 2024, 2023, 2022 and 2021.
Stock-based Compensation
The following table shows a summary of the stock-based compensation expense included in the condensed consolidated statements of operations:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
(in thousands)(in thousands)
Cost of revenues$1,866 $1,717 $3,886 $3,309 
Research and development5,160 5,103 10,463 10,063 
Sales and marketing3,632 2,897 7,371 5,351 
General and administrative6,428 6,288 14,397 13,315 
Total stock-based compensation, net of amounts capitalized (1)$17,086 $16,005 $36,117 $32,038 
(1)Total stock-based compensation expense capitalized was de minimis during the three and six months ended June 30, 2024.
Of the total stock-based compensation expense in the table above, the Company recognized stock-based compensation expenses related to all PRSUs of $1.3 million and $1.2 million during the three months ended June 30, 2024 and 2023, respectively, and $4.1 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively.
As of June 30, 2024, the Company had unrecognized stock-based compensation expenses of $22.7 million, $78.0 million, $5.0 million, and $0.3 million related to options, RSUs, PRSUs, and ESPP purchase rights, respectively, which are expected to be recognized over weighted-average periods of 2.4 years, 2.5 years, 0.6 years, and 0.1 years, respectively.
Share Repurchase Program
The Company's share repurchase program was authorized by the board of directors as follows:
Announcement DateAuthorized Dollar Value
(in millions)
February 12, 2018$100.0 
October 30, 2018100.0 
October 30, 2019100.0 
May 7, 2020100.0 
February 10, 2021100.0 
November 3, 2021200.0 
May 4, 2022200.0 
February 9, 2023100.0 
February 7, 2024200.0 
Total as of June 30, 2024$1,200.0 
Shares may be repurchased from time to time on the open market in accordance with Rule 10b-18 of the Exchange Act of 1934, including pursuant to a pre-set trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act. All share repurchases have been made using cash resources. Repurchased shares are retired and reclassified as authorized and unissued shares of common stock. On retirement of the repurchased shares, common stock is reduced by an amount equal to the number of shares being retired multiplied by the par value. The excess amount that is retired over its par value is first allocated as a reduction to additional paid-in capital based on the original cost of additional paid-in capital per share of identified issuances. The remaining amount is allocated to accumulated deficit.
During the six months ended June 30, 2024 and 2023, the Company repurchased 337 thousand shares and 930 thousand shares of its common stock for approximately $53.0 million and $108.8 million, respectively. As of June 30, 2024, approximately $230.7 million remained available for share repurchases pursuant to the Company's share repurchase program.
Excise tax on stock repurchases net of issue was immaterial to the Company's financial results and cash flows for the six months ended June 30, 2024 and 2023 and the Company's financial position as of June 30, 2024 and December 31, 2023.