As of September 30, 2024, the Company has five equity incentive plans: its Amended and Restated 2015 Stock Plan (the “2015 Plan”), the Sense Photonics, Inc. 2017 Equity Incentive Plan (the “Sense Plan”), the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the “Velodyne Plan”), the 2021 Incentive Award Plan (the “2021 Plan”) and the Amended and Restated 2022 Employee Stock Purchase Plan (the “2022 ESPP” and, collectively with the 2015 Plan, the Sense Plan, the Velodyne Plan and the 2021 Plan, the “Plans”).

The Plans, other than the 2022 ESPP, provide for the grant of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock unit awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2021 Plan provides for the grant of performance bonus awards. New equity awards may only be granted under the 2021 Plan and Velodyne Plan. Awards under the 2021 Plan and Velodyne Plan can be granted to employees, including officers, directors and consultants of the Company and its subsidiaries, in each case, within the limits provided in the 2021 Plan and Velodyne Plan, respectively.

The Company’s 2022 ESPP has been offered to all eligible employees since August 2022 and generally permits certain employees to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their compensation of each offering period, subject to certain limitations.

The 2022 ESPP provides offering periods that have a duration of 24 months in length and are comprised of purchase periods of six months in length. The offering periods are scheduled to start on the first trading day on or after May 16 and November 16 of each year. Under the 2022 ESPP, the purchase price of a share under the ESPP equals 85% of the lesser of the fair market value of a share of common stock on either the first or last day of the applicable offering period or the last day of the applicable purchase period.

In May 2023, the Company increased the share purchase limit under the 2022 ESPP to 3,000 shares of Company common stock per offering period and added Velodyne Lidar, Inc. as a participating employer in the 2022 ESPP.

During the nine months ended September 30, 2024, 184,079 shares of common stock were issued under the 2022 ESPP at a price of $4.24 per share, which represented 85% of the market price of the common stock on November 16, 2023, the first day of the offering period, which was lower than the closing trading price of the common stock on the exercise date. As of September 30, 2024, 0.7 million shares of the Company’s common stock were pending issuance under the 2022 ESPP. The stock-based compensation expense is calculated as of the beginning of the offering period as the fair value of the 2022 ESPP shares utilizing the Black-Scholes option valuation model and is recognized over the offering period.


	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding—December 31, 2023	1,871,649	$	7.36	6.72	$	6,191
Options exercised	(86,547)	1.92
Options cancelled	(10,868)	29.83
Outstanding—September 30, 2024	1,774,234	$	7.49	5.94	$	4,278
Vested and expected to vest—September 30, 2024	1,774,234	$	7.49	5.94	$	4,278
Exercisable—September 30, 2024	1,742,513	$	7.47	5.94	$	4,212


		Options Outstanding		Options Exercisable
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)
$	1.85	206,203	5.76	206,203
2.13		806,414	5.93	790,562
14.22		752,408	6.00	736,732
52.40		9,209	4.99	9,016
		1,774,234		1,742,513

As of September 30, 2024, the remaining unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized was not material.


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2023	3,074,939	$	13.19
Granted	2,511,582	9.80
Canceled	(227,430)	14.44
Vested	(1,787,172)	11.46
Unvested—September 30, 2024	3,571,919	$	11.59

Stock compensation expense is recognized on a straight-line basis over the vesting period of each award of RSUs. As of September 30, 2024, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $35.7 million, with a weighted-average remaining vesting period of 1.6 years. RSUs settle into shares of common stock upon vesting.


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2023	380,383	$	15.30
Granted	533,601	7.94
Canceled	—	—
Vested	(189,049)	12.66
Unvested—September 30, 2024	724,935	$	10.57

Stock compensation expense is recognized on a straight-line basis over the vesting period of each award of RSAs. As of September 30, 2024, total compensation expense related to unvested RSAs granted to employees, but not yet recognized, was $4.3 million, with a weighted-average remaining vesting period of 1.0 years. The common stock comprising RSAs is issued at grant but, generally, is subject to a risk of forfeiture if the holder terminates service with the Company and its subsidiaries prior to vesting.

The Company recognized stock-based compensation expense for all share-based awards in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	1,345	$	570	$	3,468	$	1,998
Research and development	5,241		4,056		14,079		19,765
Sales and marketing	1,308		1,345		4,200		7,726
General and administrative	3,625		2,401		9,871		17,129
Total stock-based compensation	$	11,519	$	8,372	$	31,618	$	46,618


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
RSUs	$	8,420	$	5,437	$	22,724	$	35,224
Stock Options	1,405		1,713		4,447		5,725
Employee stock purchase plan	510		649		1,529		1,057
RSAs	1,184		573		2,918		4,612
Total stock-based compensation	$	11,519	$	8,372	$	31,618	$	46,618

The Company recognized $6.1 million of stock-based compensation expense in the nine months ended September 30, 2023 related to accelerated vesting of certain RSUs upon completion of the Velodyne Merger and termination of employment of some of its executives and members of the board, who had accelerated vesting provisions in the event of a change in control. Additionally, in the nine months ended September 30, 2023, the Company recognized $2.4 million of stock-based compensation expense related to accelerated vesting of certain Velodyne restricted stock units, restricted stock awards and performance-based awards upon completion of the Velodyne Merger and termination of employment of some of Velodyne executives and members of the board.