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Stock Plans and Stock-Based Compensation
9 Months Ended
Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Plans and Stock-Based Compensation

(11) Stock Plans and Stock-Based Compensation

The Company’s 2016 Equity Incentive Plan (“2016 Plan”) became effective on September 15, 2016. The 2016 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and performance share awards to employees, directors and consultants of the Company. The number of shares of common stock reserved for issuance under the 2016 Plan will automatically increase on January 1 of each year by 3% of the number of shares of the Company’s capital stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors.

2016 Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (the “2016 ESPP”) became effective on September 15, 2016. The number of shares reserved for issuance under the 2016 ESPP will automatically increase on January 1 of each year by the lesser of 200,000 shares of the Company’s common stock, 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors.

The 2016 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. The 2016 ESPP provides for separate six-month offering periods beginning each March and September of each fiscal year.

On each purchase date, eligible employees will purchase the Company’s stock at a price per share equal to 85% of the lesser of (i) the fair market value of the Company’s common stock on the offering date or (ii) the fair market value of the Company’s common stock on the purchase date.

For the nine months ended September 30, 2021 and 2020, 41,164 and 49,319 shares of common stock were purchased under the 2016 ESPP, respectively. The Company recorded stock-based compensation expense of $0.4 million and $0.3 million for the three months ended September 30, 2021 and 2020, respectively. The Company recorded stock-based compensation expense of $1.3 million and $0.9 million for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, unrecognized compensation cost related to the 2016 ESPP was $0.9 million which will be amortized over a weighted-average period of 0.45 years.  

The fair value of shares issuable under the 2016 ESPP is determined using the Black-Scholes option pricing model with the following weighted average assumptions: 

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Employee Stock Purchase Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected term (in years) (1)

 

 

0.50

 

 

 

0.50

 

 

 

0.50

 

 

 

0.50

 

Expected volatility (2)

 

45% - 60%

 

 

55% - 65%

 

 

45% - 60%

 

 

55% - 65%

 

Risk-free interest rate (3)

 

0.05% - 0.06%

 

 

0.12% - 0.29%

 

 

0.05% - 0.06%

 

 

0.12% - 0.29%

 

Dividend rate (4)

 

0%

 

 

0%

 

 

0%

 

 

0%

 

 

(1)

The expected term represents the contractual term of the 2016 ESPP;

(2)

The expected volatility of the Company’s common stock on the date of grant is based on the weighted average of the Company’s historical volatility as a public company, the implied volatility of publicly-traded options on the Company’s common stock and the volatilities of publicly traded peer companies that are reasonably comparable to the Company’s own operations;

(3)

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the grant; and

(4)

The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock.

Stock Options

Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant based on the closing market price of its common stock as reported on The Nasdaq Global Market. The option awards generally vest over four years and are exercisable any time after vesting. The stock options expire ten years after the date of grant.

There were no stock options granted during the nine months ended September 30, 2021 and 2020. The Company recorded stock-based compensation expense of $0.2 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively, attributed to stock options. The Company recorded stock-based compensation expense of $1.0 million and $2.8 million for the nine months ended September 30, 2021 and 2020, respectively, attributed to stock options.    

The total intrinsic value of options exercised for the nine months ended September 30, 2021 and 2020 was $12.2 million and $26.1 million, respectively. This intrinsic value represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option. Based on the fair market value of the Company’s common stock at September 30, 2021 and 2020, the total intrinsic value of all outstanding options was $21.2 million and $42.8 million, respectively.

Total unrecognized compensation cost related to nonvested stock options was approximately $0.2 million as of September 30, 2021 and is expected to be recognized over a weighted average period of 0.5 years. The amount of cash received from the exercise of stock options during the nine months ended September 30, 2021 and 2020 was $2.9 million and $6.8 million, respectively.

The following table summarizes the Company’s stock option activity:

 

 

 

Stock options

outstanding

 

 

Weighted

average

exercise price

 

Outstanding at December 31, 2020

 

 

279,021

 

 

$

25.55

 

Exercised

 

 

(105,889

)

 

 

27.83

 

Forfeited

 

 

(6,900

)

 

 

37.19

 

Outstanding at September 30, 2021

 

 

166,232

 

 

 

23.61

 

 

Stock options outstanding, vested and expected to vest and exercisable are as follows:

 

 

 

As of September 30, 2021

 

 

 

Number

of shares

 

 

Remaining

contractual

life (years)

 

 

Weighted-

average

exercise price

 

Outstanding

 

 

166,232

 

 

 

5.33

 

 

$

23.61

 

Vested and expected to vest

 

 

166,088

 

 

 

5.33

 

 

 

23.60

 

Exercisable

 

 

147,478

 

 

 

5.17

 

 

 

21.38

 

 

 

 

Vested and nonvested stock option activity was as follows:

 

 

 

Vested

 

 

Nonvested

 

 

 

Options

outstanding

 

 

Weighted

average

exercise

price

 

 

Options

outstanding

 

 

Weighted

average

exercise

price

 

Outstanding at September 30, 2021

 

 

147,478

 

 

$

21.38

 

 

 

18,754

 

 

$

41.22

 

 

Restricted Stock Units

During the nine months ended September 30, 2021, the Company granted 317,841 restricted stock units (“RSUs”) to members of its senior management and certain other employees pursuant to the 2016 Plan. There were 248,689 RSUs that vested during the nine months ended September 30, 2021. The Company accounts for RSUs issued to employees at fair value, based on the market price of the Company’s common stock on the date of grant. The weighted-average grant date fair values of RSUs granted during the nine months ended September 30, 2021 and 2020 were $124.17 and $120.09, respectively. The fair values of RSUs that vested during the nine months ended September 30, 2021 and 2020, were $20.8 million and $17.8 million, respectively. During the three months ended September 30, 2021 and 2020, the Company recorded $8.7 million and $5.8 million, respectively, of stock-based compensation related to the RSUs. During the nine months ended September 30, 2021 and 2020, the Company recorded $22.0 million and $15.1 million, respectively, of stock-based compensation related to the RSUs.

As of September 30, 2021, there was $59.3 million of unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted-average period of approximately 2.34 years. For RSUs subject to graded vesting, the Company recognizes compensation cost on a straight-line basis over the service period for the entire award.

Performance-Based Restricted Stock Units

During the nine months ended September 30, 2021, the Company granted 323,601 performance-based restricted stock units (“PSUs”) to members of its management pursuant to the 2016 Plan. There were 59,200 PSUs that vested during the nine months ended September 30, 2021. The PSUs generally vest based on the Company achieving certain revenue growth thresholds which ranged from 20% to 40% compounded annual growth for grants through 2020 and 15% to 35% compounded annual growth for grants starting in 2021 over a measurement period of two years for the first 50% of PSUs and three years for the remaining PSUs. The vesting of the PSUs is subject to the employee’s continued employment with the Company through the date of achievement. During the nine months

ended September 30, 2021, the share price of the Company’s common stock on the date of issuance of the PSUs ranged from $118.04 to $151.04 per share. The fair value is based on the value of the Company’s common stock at the date of issuance and the probability of achieving the performance metric. The Company has assessed the probability of achievement of the award at 100% based on past performance of achievement of the performance metric. Compensation cost is adjusted in future periods for subsequent changes in the expected outcome of the performance related conditions. The weighted-average grant date fair values of PSUs granted during the nine months ended September 30, 2021 and 2020 were $124.45 and $120.11, respectively. During the three months ended September 30, 2021 and 2020, the Company recognized $8.1 million and $6.4 million, respectively, of stock compensation expense in connection with the PSU awards. During the nine months ended September 30, 2021 and 2020, the Company recognized $21.3 million and $16.1 million, respectively, of stock compensation expense in connection with the PSU awards.

 

As of September 30, 2021, there was $43.8 million of unrecognized compensation expense related to unvested PSUs which is expected to be recognized over a weighted-average period of approximately 1.87 years. Compensation cost is recognized under the accelerated method and is adjusted in future periods for subsequent changes in the expected outcome of the performance related conditions.

The following table summarizes the Company’s RSU and PSU activity:

 

 

 

Number of Shares

 

Outstanding at December 31, 2020

 

 

1,420,541

 

Granted

 

 

641,442

 

Vested

 

 

(307,889

)

Forfeited

 

 

(135,266

)

Outstanding at September 30, 2021

 

 

1,618,828

 

 

Stock-Based Compensation Expense

The Company recorded the total stock-based compensation expense as follows (in thousands):

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Cost of revenue

 

$

1,260

 

 

$

842

 

 

$

3,078

 

 

$

2,153

 

Sales and marketing

 

 

5,747

 

 

 

4,395

 

 

 

15,068

 

 

 

11,920

 

Research and development

 

 

3,106

 

 

 

2,571

 

 

 

7,696

 

 

 

6,743

 

General and administrative

 

 

7,328

 

 

 

5,543

 

 

 

19,789

 

 

 

14,123

 

Total

 

$

17,441

 

 

$

13,351

 

 

$

45,631

 

 

$

34,939

 

 

Stock-based compensation expense is recognized over the award’s expected vesting schedule, which is reduced for forfeitures.