Stockholders' Equity and Stock-based Compensation | Stockholders' Equity and Stock-based Compensation Preferred Stock Effective October 3, 2012, the Company is authorized to issue 20.0 million shares of undesignated preferred stock with a par value of $0.001 per share. Each series of preferred stock will have such rights and preferences including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price, and liquidation preferences as determined by the board of directors. As of December 31, 2023, and 2022, there were no issued or outstanding shares of preferred stock. Common Stock Equity Incentive Plan 2012 Equity Incentive Plan The 2012 Equity Incentive Plan (“Previous 2012 Plan”) was adopted and approved in September 2012 and became effective on September 26, 2012. Under the Previous 2012 Plan, the Company is authorized to grant to eligible participant’s incentive stock options ("ISOs"), nonstatutory stock options ("NSOs"), stock appreciation rights (“SARs”), restricted stock awards, restricted stock units ("RSUs"), performance units and performance shares. The number of shares of common stock available for issuance under the Previous 2012 Plan is subject to an annual increase on January 1 of each year by an amount equal to the least of 3,050 thousand shares, 5% of the outstanding shares of stock as of the last day of the immediately preceding fiscal year or an amount determined by the board of directors. For the year ended December 31, 2023, no shares were added to the Previous 2012 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 ISOs, NSOs, restricted stock, RSUs, SARs, 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 2012 Equity Incentive 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 of 9,689 thousand 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. As of December 31, 2023, 1,824 thousand shares are available for future grants. Options may be granted with an exercise price that is at least equal to the fair market value of the Company's stock at the date of grant and are exercisable when vested. Options and RSU's granted generally vest over a period of up to four years. ISOs may only be granted to employees and any subsidiary corporations' employees. All other awards may be granted to employees, directors and consultants and subsidiary corporations' employees and consultants. Options, SARs, RSUs, performance units and performance awards may be granted with vesting terms as determined by the board of directors and expire no more than ten years after the date of grant or earlier if employment or service is terminated. 2021 Employee Stock Purchase Plan On June 9, 2021, the Company’s stockholders approved the 2021 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 year ended December 31, 2023, 60 thousand shares were issued in connection with the purchase of common stock by participating employees. As of December 31, 2023, 494 thousand shares were available for future purchase. Stock-based Compensation The following table shows a summary of the stock-based compensation expenses included in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 (in thousands) Cost of revenues $ 7,300 $ 5,305 $ 3,782 Research and development 21,091 14,585 10,750 Sales and marketing 12,234 9,837 6,323 General and administrative 28,454 23,681 46,724 Total stock-based compensation, net of amounts capitalized (1) $ 69,079 $ 53,408 $ 67,579 (1) Total stock-based compensation expense capitalized was de minimis during the year ended December 31, 2023. The income tax benefit related to the stock-based compensation expenses was $11.0 million, $8.3 million and $6.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. The tax benefit realized from stock-based compensation vested or exercised was $5.9 million , $7.0 million , and $4.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 , the Company had unrecognized stock-based compensation expenses of $23.3 million, $94.3 million, $1.4 million, and $0.3 million related to options, RSUs, performance-based RSUs, and ESPP, respectively, which are expected to be recognized over weighted-average periods of 2.6 years, 2.8 years, 0.6 years, and 0.1 years, respectively. Performance-Based Stock Options and Restricted Stock Units On December 21, 2018, the Compensation and Talent committee of the Company's board of directors (“Compensation Committee”) granted the equity award for 2019 to the Company’s former chief executive officer, Philippe Courtot (“Mr. Courtot”). The first portion of the award consisted of 56 thousand RSUs that were scheduled to vest in 16 quarterly increments beginning on January 1, 2019. The second portion of the award consisted of a target number of 33 thousand PSUs, which were scheduled to vest at the end of the three-year performance period from January 2019 through December 2021. The actual number of PSUs eligible to vest ranged from 0% to 200% of the target number, depending on the level of achievement of goals related to revenue growth during the three-year performance period from January 2019 through December 2021 and Adjusted EBITDA margin for the fiscal year of 2021. The third portion of the award consisted of a target number of 33 thousand PSUs, one third of which (11 thousand target PSUs) was scheduled to vest at the end of each fiscal year of 2019, 2020 and 2021. The actual number of PSUs eligible to vest at each vesting date ranged from 0% to 200% of the target number, depending on the level of achievement of goals related to revenue growth and Adjusted EBITDA margin for each of those years. On November 2, 2019, the Compensation Committee granted the equity award for 2020 to Mr. Courtot. The first portion of the award consisted of 49 thousand RSUs that were scheduled to vest in 16 quarterly installments beginning on December 1, 2019. The second portion of the award consisted of a target number of 124 thousand PSOs, which were scheduled to vest at the end of the three-year performance period from January 2020 through December 2022. The actual number of PSOs eligible to vest ranged from 0% to 200% of the target number, depending on the level of achievement of goals related to revenue growth and free cash flow per share growth during the performance period. On December 10, 2020, the Compensation Committee granted the equity award for 2021 to Mr. Courtot. The first portion of the award consisted of 69 thousand RSUs that were scheduled to vest in 16 quarterly installments beginning on November 1, 2020. The second portion of the award consisted of a target number of 224 thousand PSOs, which were scheduled to vest at the end of the three-year performance period from January 2021 through December 2023. The actual number of PSOs eligible to vest ranged from 0% to 200% of the target number, depending on the level of achievement of goals related to revenue growth and free cash flow per share growth during the performance period. The vesting of the above awards was conditioned on Mr. Courtot’s continued service through the vesting dates or, for PSOs and PSUs, the dates that performance is certified in addition to the achievement of performance goals. If Mr. Courtot’s employment was terminated (a) by reason of death or disability or (b) by the Company for reasons other than cause or good reason within 12 months following a change in control, then 100% of any unvested portions of these awards would vest, with any vesting in connection with change in control terminations conditioned upon the effectiveness of a release of claims in favor of the Company. In February 2021 and 2020, 22 thousand shares (representing 200% of target number of awards) and 15 thousand shares (representing 135% of target number of awards) under the equity award for 2019 for Mr. Courtot, vested as a result of the Company achieving the corresponding level of performance goals for 2020 and 2019, respectively. On March 19, 2021, Mr. Courtot resigned from the Company due to health issues. The Compensation Committee determined that Mr. Courtot’s termination of employment was on account of disability. In accordance with the grant agreements of the equity awards for 2021, 2020 and 2019 for Mr. Courtot, all remaining outstanding RSUs, PSUs and PSOs under these grants were subject to accelerated vesting and became fully vested at 100% of the target number of awards as of the date of his termination of employment, which consist of 127 thousand RSUs, 44 thousand PSUs and 348 thousand PSOs. As a result, the Company recognized an additional $27.3 million of stock-based compensation expense due to the accelerated vesting in the consolidated statements of operations for the year ended December 31, 2021. On April 27, 2021, the Compensation Committee granted to the Company’s current president and chief executive officer an equity award consisting of certain RSUs and a target number of 10 thousand PSUs. The PSUs are scheduled to vest at the end of the three-year performance period from January 2021 through December 2023. The actual number of the PSUs eligible to vest range from 0% to 200% of the target number, depending on the level of achievement of goals related to revenue growth and free cash flow per share growth during the performance period. If the Company's current president and chief executive officer is terminated (a) by reason of death or disability or (b) by the Company for reasons other than cause or good reason within 12 months following a change in control, then 100% of any unvested portions of the award will vest, with any vesting in connection with terminations due to change in control conditioned upon the effectiveness of a release of claims in favor of the Company. On October 28, 2021, the Compensation Committee approved to certain executive officers of the Company equity awards consisting of certain RSUs and an aggregate target number of 73 thousand PSUs. The target PSUs are scheduled to vest in three On October 27, 2022, the Compensation Committee approved to certain executive officers of the Company equity awards consisting of certain RSUs and an aggregate target number of 86 thousand PSUs. The target PSUs are scheduled to vest in three On February 6, 2023 and July 27, 2023, the Compensation Committee approved to certain executive officers of the Company equity awards consisting of certain RSUs and an aggregate target number of 6 thousand and 9 thousand PSUs, respectively. The target PSUs are scheduled to vest in three On October 26, 2023, the Compensation Committee approved to certain executive officers of the Company equity awards consisting of certain RSUs and an aggregate target number of 81 thousand PSUs. The target PSUs are scheduled to vest in three For the PSUs approved on October 28, 2021, October 27, 2022, February 6, 2023, July 27, 2023 and October 26, 2023, any unvested PSU 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. For the years ended December 31, 2023 , 2022 and 2021, stock-based compensation expenses of $[nil], $[nil] and $13.3 million for PSOs, respectively, and $7.4 million, $3.9 million and $5.3 million for PSUs, respectively, were recognized. Stock Options The weighted-average grant date fair value of the Company’s stock options granted for the years ended December 31, 2023, 2022 and 2021 was $49.08, $50.32 and $41.23, respectively, using the Black-Scholes-Merton option-pricing model based on the following assumptions: Year Ended December 31, 2023 2022 2021 Expected term (in years) 3.8 to 3.9 4.3 to 4.4 5.2 to 5.5 Volatility 42% to 43% 40% to 43% 38% to 41% Risk-free interest rate 3.7% to 4.9% 1.7% to 4.2% 0.5% to 1.2% Dividend yield — — — The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates equal to the expected term at the grant date. The volatility was estimated using the historical volatility derived from the Company's common stock. The Company has not historically declared any dividends and does not expect to in the future. A summary of the Company’s stock option activity is as follows: Outstanding Options Weighted Average Exercise Weighted Average Remaining Aggregate Intrinsic Value (in thousands) (Years) (in thousands) Balance as of December 31, 2022 1,807 $ 87.59 6.5 $ 58,024 Granted 345 $ 129.00 Exercised (582) $ 78.32 Canceled (123) $ 125.39 Balance as of December 31, 2023 1,447 $ 97.98 6.5 $ 142,302 Vested and expected to vest as of December 31, 2023 1,271 $ 93.44 6.2 $ 130,691 Exercisable as of December 31, 2023 739 $ 68.68 4.5 $ 94,272 The total intrinsic value of options exercised for the years ended December 31, 2023 , 2022 and 2021 was $41.7 million, $39.8 million and $42.5 million, respectively. Intrinsic value of an option is the difference between the fair value of the Company’s common stock at the time of exercise and the exercise price paid. Restricted Stock Units A summary of the Company’s RSU activity is as follows: Outstanding RSUs Weighted Average Grant Date (in thousands) Balance as of December 31, 2022 1,183 (1) $ 124.42 Granted 488 (2) $ 140.08 Vested (414) (3) $ 116.92 Forfeited (183) (4) $ 128.46 Balance as of December 31, 2023 1,074 (5) $ 133.60 Outstanding and expected to vest as of December 31, 2023 863 $ 132.53 (1) Included 175 thousand PSUs granted to certain executive officers in 2022 and 2021. (2) Included 10 thousand PSUs granted to certain executive officers in 2023 (3) Included 24 thousand PSUs granted to certain executive officers in 2021. (4) Included 22 thousand PSUs granted to certain executive officers in 2022 and 2021. (5) Included 139 thousand PSUs granted to certain executive officers in 2023, 2022 and 2021. The aggregate fair value of RSUs vested for the years ended December 31, 2023, 2022 and 2021 was $55.7 million, $43.9 million and $59.5 million, respectively. Employee Stock Purchase Plan The weighted-average grant date fair value of the Company’s ESPP for the year ended December 31, 2023 and 2022 was $34.50 and $39.14, respectively, using the Black-Scholes-Merton option-pricing model based on the following assumptions: Year Ended December 31, 2023 2022 Expected term (in years) 0.5 0.5 Volatility 30.0% to 43.8% 41.1% to 50.1% Risk-free interest rate 5.0% to 5.5% 0.7% to 3.1% Dividend yield — — The expected term of the ESPP represents the six-month offering period. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates equal to the expected term at the grant date. The volatility was estimated using the historical volatility derived from the Company's common stock. The Company has not historically declared any dividends and does not expect to in the future. Share Repurchase Program The Company's share repurchase program was authorized by the board of directors as follows: Announcement Date Authorized Dollar Value (in millions) February 12, 2018 $ 100.0 October 30, 2018 100.0 October 30, 2019 100.0 May 7, 2020 100.0 February 10, 2021 100.0 November 3, 2021 200.0 May 4, 2022 200.0 February 9, 2023 100.0 Total as of December 31, 2023 $ 1,000.0 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. On February 7, 2024, the Company announced that its Board of Directors authorized an additional $200.0 million under the share repurchase program, increasing the total amount of authorized repurchase to $1.2 billion. For the years ended December 31, 2023, 2022 and 2021, the Company repurch ased 1.3 million shares, 2.5 million shares and 1.1 million shares of its common stock for $170.8 million, $317.3 million and $130.0 million, respectively . As of December 31, 2023, $83.7 million remained available for share repurchases pursuant to the Company's share repurchase program. |