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Stock-based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation Stock-based compensation
2011 Option Plan
The Company adopted the 2011 Stock Option and Grant Plan (the “2011 Plan”) on September 2, 2011 and amended and restated the plan on December 14, 2011. The 2011 Plan provided for the Company to grant incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”), restricted stock awards, and other stock-based awards to its employees, directors, officers, outside advisors, and non-employee consultants. At the time of grant, the options issued to new employees pursuant to the 2011 Plan expire ten years from the date of grant and generally vest over four years, with 25% vesting on the first anniversary and the balance vesting ratably over the remaining 36 months. Additional options issued to current employees, current outside advisors, and non-employee consultants pursuant to the 2011 Plan expire ten years from the date of grant and generally vest ratably over 48 months.
The 2011 Plan is administered by the Company’s board of directors or, at the discretion of the Company’s board of directors, by a committee thereof. The exercise prices, vesting, and other restrictions are determined at the discretion of the
Company’s board of directors, or its committee if so delegated. In February 2021, the Company’s board of directors approved an increase of 2,333,333 shares of common stock to be available for future issuance under the 2011 Option Plan, which was approved by the stockholders in March 2021.
Following the completion of the Company’s IPO, no additional awards and no shares of the Company’s common stock remain available for future issuance under the 2011 Plan. However, the 2011 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder.
2021 Stock Incentive Plan
In May 2021, the Company's board of directors adopted, and its stockholders approved, the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective upon the SEC declaring the Company’s IPO registration statement effective. The 2021 Plan provides for the grant of ISOs, NSOs, restricted share awards, stock unit awards (“RSUs”), stock appreciation rights, cash-based awards, and performance-based stock awards, or collectively, stock awards. ISOs may be granted only to the Company’s employees, including officers, and the employees of its parent or subsidiaries. All other stock awards may be granted to the Company’s employees, officers, non-employee directors, and consultants and the employees and consultants of its parent, subsidiaries, and affiliates. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Award Agreement. The requisite service period for RSUs to vest is generally over four years from the grant date, with 25% vesting on the first anniversary and the balance vesting ratably on a quarterly basis over the remaining vesting period. Additional RSUs, generally granted to current employees, vest ratably on a quarterly basis over the four years beginning on the three month anniversary from the grant date.
The aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2021 Plan will not exceed the sum of (x) 4,333,333 shares (as adjusted for stock splits, stock dividends, combinations, and the like), plus (y) the sum of (1) the number of reserved shares not issued or subject to outstanding awards under the 2011 Plan on the effective date of the 2021 Plan and (2) the number of shares subject to outstanding stock awards granted under the 2011 Plan and that, following the effective date of the 2021 Plan, (A) are subsequently forfeited or terminated for any reason before being exercised or settled, (B) are not issued because such stock award is settled in cash, (C) are subject to vesting restrictions and are subsequently forfeited, (D) are withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or (E) are withheld or reacquired to satisfy a tax withholding obligation, plus (z) an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022 and ending on, and including, January 1, 2031, in an amount equal to the lesser of (i) 5% of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser amount that the Compensation Committee determines for purposes of the annual increase for that fiscal year.
As of December 31, 2022, 3,151,824 shares were available for future grants of the Company’s common stock.
Stock Option Valuation
The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant-date fair value:
Year Ended December 31,
202220212020
Expected term in years6.06.06.1
Expected stock price volatility64.6 %67.5 %46.7 %
Risk-free interest rate2.3 %1.1 %0.5 %
Expected dividend yield— — — 
Stock Options
The following table summarizes the Company’s stock option activity since December 31, 2021:
Number of
Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value (in thousands)
Outstanding as of December 31, 2021
3,949,943 $6.46 6.9$24,543 
Granted1,040,000 7.39 
Exercised(509,694)3.98 
Cancelled/Forfeited(445,962)7.54 
Outstanding as of December 31, 2022
4,034,287 $6.90 6.9$1,625 
Options exercisable as of December 31, 2022
2,350,049 $5.72 5.5$1,577 
Options vested and expected to vest as of December 31, 2022
4,034,287 $6.90 6.9$1,625 
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for all stock options that had exercise prices lower than the fair value of the Company’s common stock.
The aggregate intrinsic value of stock options exercised was $1.3 million, $4.8 million, and $1.8 million during the years ended December 31, 2022, 2021, and 2020 respectively. The weighted-average grant-date fair value per share of stock options granted was $4.43, $6.20, and $2.10 during the years ended December 31, 2022, 2021, and 2020, respectively.
The total fair value of stock options vested was $3.5 million, $1.5 million, and $1.0 million during the years ended December 31, 2022, 2021, and 2020, respectively.
The stock options granted during the year ended December 31, 2021 included 615,997 stock options granted to executive officers that include a performance condition related to a sale event or initial public offering occurring before December 31, 2021 in addition to the standard service condition. These options will vest over four years, with approximately 21% vesting on January 1, 2022, and the balance vesting ratably over the remaining 38 months. During each of the years ended December 31, 2022 and 2021, $0.7 million of stock-based compensation expense was recognized for options having a performance condition.
Restricted Stock Units
The following table summarizes the activity related to the Company's restricted stock units:
Outstanding Restricted Stock UnitsWeighted-
Average
Grant Date Fair Value
Outstanding as of December 31, 2021
309,530 $15.30 
Granted3,729,585 7.51 
Vested(758,970)8.79 
Cancelled/Forfeited(472,164)8.55 
Outstanding as of December 31, 2022
2,807,981 $7.85 
The estimated weighted-average grant date fair value of restricted stock units granted was $7.51 and $15.32 per share for the years ended December 31, 2022 and 2021, respectively. The total grant date fair value of restricted stock units vested was $6.7 million and less than $0.1 million for the years ended December 31, 2022 and 2021, respectively.
Employee Stock Purchase Plan
In May 2021, the Company's board of directors adopted, and its stockholders approved, the Company's 2021 Employee Stock Purchase Plan (the "ESPP"). A total of 1,179,902 shares of the Company's authorized but unissued or reacquired shares of its common stock (as adjusted for stock splits, stock dividends, combinations, and the like) are available for issuance under the ESPP. The number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022, equal to the least of: (i) 1% of the outstanding shares of the Company’s common stock on such date, (ii) 400,000 shares
(as adjusted for stock splits, stock dividends, combinations, and the like) or (iii) a lesser amount determined by the Compensation Committee or the Company’s board of directors.
During regularly scheduled “offerings” under the ESPP, participants may purchase the Company’s common stock through payroll deductions, up to a maximum of 15% of their eligible compensation, or such lower limit as may be determined by the Compensation Committee from time to time. Participants will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering. Participation in the ESPP will end automatically on termination of employment. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. The fair market value of the Company’s common stock for this purpose will generally be the closing price on Nasdaq (or such other exchange as the Company’s common stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question. As of December 31, 2022, an initial offering period has not commenced, and for the year ended December 31, 2022, no shares of common stock were purchased under the ESPP.
Stock-Based Compensation
The following table below summarizes the classification of the Company’s stock-based compensation in the consolidated statements of operations:
Year Ended December 31,
202220212020
Cost of revenue$574 $81 $23 
Sales and marketing2,522 559 303 
Technology development4,118 707 230 
General and administrative4,000 1,492 290 
Total stock-based compensation$11,214 $2,839 $846 
As of December 31, 2022, total unrecognized compensation expense related to unvested stock-based awards was $28.6 million, which is expected to be recognized over a weighted-average period of 2.9 years.