Stock-based Compensation | Stock-based Compensation 2004 Incentive Stock Plan In 2004, the Company approved the 2004 Incentive Stock Plan, or the 2004 Plan, under which the Board of Directors may grant incentive stock options to employees and nonstatutory stock options to employees, members of the Board of Directors and consultants of the Company and its subsidiaries. Under the 2004 Plan, incentive stock options and nonstatutory stock options may be granted at a price not less than fair value and 85% of the fair value, respectively (110% of fair value for incentive stock options granted to holders of 10% or more of voting stock). Fair value is determined by the Board of Directors. Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the date of grant. The 2004 Plan was terminated on the effective date of the 2017 Amended and Restated Equity Incentive Plan, and accordingly, no shares are available for issuance under the 2004 Plan. The 2004 Plan continues to govern outstanding awards granted thereunder. 2017 Amended and Restated Equity Incentive Plan In 2017, the Company approved the 2017 Amended and Restated Equity Incentive Plan, or the 2017 Plan, under which the Board of Directors may grant incentive stock options to employees and nonstatutory stock options, stock appreciation rights, restricted stock, or RSAs, and restricted stock units, or RSUs, to employees, members of the Board of Directors and consultants of the Company and its subsidiaries. Under the 2017 Plan, incentive stock options and nonstatutory stock options may be granted at a price not less than fair value (110% of fair value for options issued to holders of 10% or more of voting stock). Stock appreciation rights may be granted at a price not less than fair value. Fair value is determined by the Board of Directors. Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the date of grant. In connection with the Direct Listing, the 2017 Plan was terminated effective immediately prior to the effectiveness of the 2020 Equity Incentive Plan, and accordingly, no shares are available for issuance under the 2017 Plan. The 2017 Plan continues to govern outstanding awards granted thereunder. 2020 Equity Incentive Plan In 2020, the Company approved the 2020 Equity Incentive Plan, or the 2020 Plan, which became effective on the business day immediately prior to the effective date of the registration statement for the Company’s Direct Listing. Under the 2020 Plan, the Board of Directors may grant incentive stock options to employees and stock appreciation rights, restricted stock, or RSAs, and restricted stock units, or RSUs, performance units and performance shares to employees, members of the Board of Directors and consultants of the Company and its subsidiaries. Under the 2020 Plan, incentive stock options, nonstatutory stock options, and stock appreciation rights may be granted at a price not less than 100% of the fair market value of the underlying common stock on the date of grant (110% of fair value for incentive stock options issued to holders of 10% or more of voting stock). Options and stock appreciation rights are exercisable over a period not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the date of grant. At inception, 60.0 million shares of Class A common stock were reserved for future issuance under the 2020 Plan. Stock-based awards under the 2020 Plan that expire or are forfeited, cancelled, or repurchased generally are returned to the pool of shares of Class A common stock available for issuance under the 2020 Plan. The 2020 Plan provides for annual automatic increases in the number of shares of Class A common stock reserved thereunder. In addition, subject to the adjustment provisions of the 2020 Plan, the shares reserved for issuance under the 2020 Plan also includes (i) any shares that, as of the day immediately prior to the effective date of the registration statement, have been reserved but not issued pursuant to any awards granted under the 2017 Plan and are not subject to any awards thereunder and (ii) any shares subject to stock options, RSUs or similar awards granted under our 2017 Plan and 2004 Plan that, on or after the effective date of the registration statement, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest. Employee Stock Purchase Plan In 2020, the Company’s Board of Directors adopted, and its stockholders approved, the 2020 Employee Stock Purchase Plan, or the 2020 ESPP, which became effective in connection with the Direct Listing. The 2020 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. At inception, a total of 6,000,000 shares of the Company’s Class A common stock were reserved for future issuance under the 2020 ESPP. In addition, the plan provides for annual automatic increases in the number of shares of Class A common stock reserved for future issuance under the 2020 ESPP. The 2020 ESPP plan is a compensatory plan and includes two components: a component that allows the Company to make offerings intended to qualify under Section 423 of the Code and a component that allows the Company to make offerings not intended to qualify under Section 423 of the Code. Subject to any limitations contained therein, the 2020 ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase Class A common stock at a discounted price per share. The price at which Class A common stock is purchased under the 2020 ESPP is equal to 85% of the fair market value of a share of the Company’s Class A common stock on the enrollment date or exercise date, whichever is lower. Offering periods are generally 24 months long and begin on the first trading day on or after February 25 and August 25 of each year with each offering period having four purchase periods of approximately six months each. Stock-Based Compensation Expense Stock-based compensation expense included in the condensed consolidated statements of operations data above was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Infrastructure and trust & safety $ 14,948 $ 8,597 $ 39,959 $ 22,082 Research and development 111,450 56,423 279,978 139,643 General and administrative 28,327 20,963 82,096 51,139 Sales and marketing 6,634 3,336 18,009 8,858 Total stock-based compensation $ 161,359 $ 89,319 $ 420,042 $ 221,722 Stock-based compensation expense related to equity awards granted to non-employees for the three and nine months ended September 30, 2022 and 2021 was not material. Options As of September 30, 2022, the Company had $103.2 million of unrecognized stock-based compensation related to unvested options, which will be recognized over a weighted-average remaining requisite service period of 1.9 years. The following table summarizes the Company’s stock option activity (in thousands, except per share data and remaining contractual term): Options Outstanding Number of Weighted- Remaining Aggregate Balances as of December 31, 2021 63,267 $ 2.82 6.97 $ 6,348,395 Granted — — Cancelled (1,679) $ 4.01 Exercised (8,176) $ 2.41 Balances as of September 30, 2022 53,412 $ 2.84 6.24 $ 1,762,455 Vested and exercisable as of September 30, 2022 38,496 $ 2.29 5.79 $ 1,291,511 Vested and expected to vest at September 30, 2022 53,412 $ 2.84 6.24 $ 1,762,455 No options were granted during the three and nine months ended September 30, 2022. The following table summarizes the Company’s restricted stock units and unregistered restricted stock awards (unregistered RSAs) activity (in thousands except per share data): Restricted Stock Units Restricted Stock Awards Number of Weighted- Number of Weighted- Unvested as of December 31, 2021 14,684 $ 68.03 468 $ 57.37 Granted 22,954 $ 41.83 298 $ 45.99 Released (5,575) $ 61.23 (134) $ 60.52 Cancelled (1,333) $ 58.81 — — Unvested as of September 30, 2022 30,731 $ 50.09 632 $ 51.33 As of September 30, 2022, the Company had $1,485.9 million of unrecognized stock-based compensation related to RSUs, which will be recognized over the weighted average remaining requisite service period of 3.2 years. As of September 30, 2022, the Company had $13.8 million of unrecognized stock-based compensation related to unregistered RSAs, which will be recognized over the weighted average remaining requisite service period of 2.0 years. See Note 7, “Acquisitions” to the Notes to Condensed Consolidated Financial Statements for more information. The RSUs granted prior to our Direct Listing vest upon the satisfaction of both the service condition and a liquidity event-related performance vesting condition which was satisfied on the Effective Date. In the first quarter of 2021, we recorded cumulative stock-based compensation expense of $21.3 million related to all then-outstanding RSUs for which the service-based vesting condition has been satisfied. Stock-based compensation related to the remaining service-based period after the liquidity event-related performance vesting condition was satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. The RSUs granted subsequent to our Direct Listing only have a service based vesting condition, which historically has been satisfied generally over four years. For grants made in and following July 2022, the service based vesting condition is satisfied generally over three years. CEO Long-Term Performance Award In February 2021, the leadership development and compensation committee granted the CEO a Long-Term Performance Award, an RSU award under our 2017 Plan to Mr. Baszucki, which would provide him the opportunity to earn a maximum number of 11,500,000 shares of Class A common stock. The CEO Long-Term Performance Award vests upon the satisfaction of a service condition and achievement of certain stock price goals, as described below. The CEO Long-Term Performance Award is eligible to vest based on the Company’s stock price performance over performance periods with the first beginning two years after the Effective Date and ending on the seventh anniversary of the Effective Date. In addition, and as described in greater detail below, Mr. Baszucki must remain employed as our CEO through the date a Company Stock Price Hurdle is achieved in order to earn the RSUs that relate to an applicable Company Stock Price Hurdle. The CEO Long-Term Performance Award is divided into seven tranches that are eligible to vest based on the achievement of stock price goals, each a Company Stock Price Hurdle, measured based on an average of our stock price over a consecutive 90-day trading period applicable to the performance period as set forth below. Company Stock Number of RSUs Performance 1 $ 165.00 750,000 2 years 2 $ 200.00 750,000 3 years 3 $ 235.00 2,000,000 4 years 4 $ 270.00 2,000,000 5 years 5 $ 305.00 2,000,000 5 years 6 $ 340.00 2,000,000 5 years 7 $ 375.00 2,000,000 5 years If the Company Stock Price Hurdle fails to reach $165.00 prior to the seventh anniversary of the Effective Date, no portion of the CEO Long-Term Performance Award will vest. Further, any RSUs associated with a Company Stock Price Hurdle not achieved by the seventh anniversary of the Effective Date will terminate and be cancelled for no additional consideration to Mr. Baszucki. Mr. Baszucki must remain employed by us as our CEO from the Effective Date through the date a Company Stock Price Hurdle is achieved to earn the RSUs associated with an applicable Company Stock Price Hurdle. The Company Stock Price Hurdles and Number of RSUs Eligible to Vest will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events under the 2017 Plan. Each vested RSU under the CEO Long-Term Performance Award will be settled in a share of our Class A common stock on the next company quarterly settlement date occurring on or after the date on which the RSU vests, regardless of whether Mr. Baszucki remains the CEO as of such date. Company quarterly settlement dates for this purpose are February 20, May 20, August 20, and November 20. The Company estimated the grant date fair value of the CEO Long-Term Performance Award using a model based on multiple stock price outcomes developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the Company Stock Price Hurdles may not be satisfied. The weighted-average grant date fair value of the CEO Long-Term Performance Award was estimated to be $20.19 per share, and the Company estimates that it will recognize total stock-based compensation expense of approximately $232.2 million over the derived service period of each of the seven separate tranches which is between 3.45 – 5.38 years. If the Company Stock Price Hurdles are met sooner than the derived service period, the stock-based compensation expense will be adjusted to reflect the cumulative expense associated with the vested award. The stock-based compensation expense will be recognized if service as the Company’s CEO is provided by Mr. Baszucki over the requisite service period, regardless of whether the Company Stock Price Hurdles are achieved. The Company recorded $12.3 million and $36.5 million of stock-based compensation expense related to the CEO Long-term Performance Award during the three and nine months ended September 30, 2022, respectively, and $12.3 million and $29.7 million during the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, unrecognized stock-based compensation expense related to the CEO Long-term Performance Award was $153.6 million which will be recognized over the remaining derived service period of the respective tranche. Employee Stock Purchase Plan During the quarter ended March 31, 2022, the fair market value of the Company’s stock on the purchase date, February 25, 2022, was lower than the fair market value of the Company’s stock on the offering date of the first and second offering periods. As a result, the first and second offering periods were reset and the new lower price became the new offering price. Additionally, the plan also provides for a rollover feature that provides for an offering period to be rolled over to a new lower-priced offering if the offering price of the new offering period is less than that of the current offering period, accordingly, the first and second offering periods first and second rolled over to a new 24 months offering period. The reset was treated as a modification resulting in incremental charges totaling $4.7 million, which will be recognized over the remaining requisite service period. During the quarter ended September 30, 2022, the fair market value of the Company’s stock on the purchase date, August 25, 2022, was lower than the fair market value of the Company’s stock on the offering date. As a result, the offering period in effect was reset and the new lower price became the new offering price. Additionally, as discussed above, because the plan also provides for a rollover feature that provides for an offering period to be rolled over to a new lower-priced offering if the offering price of the new offering period is less than that of the current offering period, the offering rolled over to a new 24 months offering period. The reset was treated as a modification resulting in incremental charges totaling $5.1 million, which will be recognized over the remaining requisite service period. The following table summarizes the weighted-average assumptions used in estimating the fair value of 2020 ESPP for the offering period in effect using the Black-Scholes option-pricing model: Nine Months Ended September 30, 2022 Risk-free interest rate 3.25 % - 3.35% Expected volatility 62.8 % - 81.51% Dividend yield —% Expected terms (in years) 0.51 - 2.01 The Company recorded $6.8 million and $17.8 million of stock-based compensation expense related to the 2020 ESPP during the three and nine months ended September 30, 2022, respectively, and $3.1 million and $6.5 million for the three and nine months ended September 30, 2021, respectively. Performance Stock Units During the quarter ended June 30, 2022, the Company’s Board of Directors granted performance-based restricted stock unit awards, or the 2022 PSU Grants, to certain members of management. The target number of 2022 PSU Grants was 207,284. The number of shares that can be earned will range from 0% to 200% of the target number of shares, based on the Company’s stock price performance and achievement of certain stock price hurdles during the last quarter of the second year through the end of the third year of a 3-year performance period, or the 2022 PSU Grant Stock Price Hurdles, and subject to continuous employment through such date. The Company estimated the grant date fair value of the 2022 PSU Grants using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation which incorporates into the valuation the possibility that the 2022 PSU Grant Stock Price Hurdles may not be satisfied. The grant date fair value of the 2022 PSU Grants was estimated to be $43.13 per share, and the Company estimates that it will recognize total stock-based compensation expense of approximately $8.9 million using the accelerated method of expense attribution over the derived service period of each tranche which is equal to the measurement time of each of five measurement periods commencing with the last quarter of the second year and ending with the last quarter of the third year. If the 2022 PSU Grant Stock Price Hurdles are met sooner than the derived service period, the stock-based compensation expense will be adjusted to reflect the cumulative expense associated with the vested award. The stock-based compensation expense will be recognized over the requisite service period if the members of management continue to provide service to the Company, regardless of whether the 2022 PSU Grant Stock Price Hurdles are achieved. |