Stock-based Compensation Expense | 12. Stock-Based Compensation Expense The Company has three equity incentive plans: its 2004 Incentive Stock Plan (the “2004 Plan”), its 2017 Amended and Restated Equity Incentive Plan (the “2017 Plan”) and its 2020 Equity Incentive Plan (the “2020 Plan”). The Company’s stockholders approved the 2020 Plan in 2020, which became effective in connection with the Company’s March 10, 2021 direct listing of its Class A common stock (the "Direct Listing"). The 2017 Plan was terminated effective immediately prior to the direct listing in connection with the effectiveness of the Company’s 2020 Plan, and accordingly no shares are available for issuance under the 2017 Plan. The 2004 Plan was terminated on the effective date of the 2017 Plan, and accordingly no shares are available for issuance under the 2004 Plan. Any outstanding stock awards under the 2004 Plan and 2017 Plan remain outstanding, subject to the terms of the applicable plan and award agreements, until such shares are issued under those stock awards, by exercise of stock options or settlement of RSUs or until those stock awards become vested or expired by their terms. Additionally, in 2020, the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective in connection with the Direct Listing. Stock-based compensation expense Stock-based compensation expense included in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended March 31, 2023 2022 Infrastructure and trust & safety $ 18,532 $ 11,356 Research and development 129,257 74,814 General and administrative 30,650 20,795 Sales and marketing 6,465 5,330 Total stock-based compensation expense $ 184,904 $ 112,295 Stock Options The following table summarizes the Company’s stock option activity (in thousands, except per option data and remaining contractual term): Options Outstanding Number of Weighted- Weighted-Average Remaining Aggregate Balances as of December 31, 2022 51,591 $ 2.85 6.00 $ 1,321,183 Granted — — Cancelled, forfeited, and expired (180) $ 4.69 Exercised (2,263) $ 2.61 Balances as of March 31, 2023 49,148 $ 2.86 5.77 $ 2,070,340 Exercisable as of March 31, 2023 40,367 $ 2.51 5.49 $ 1,714,354 Vested and expected to vest at March 31, 2023 49,148 $ 2.86 5.77 $ 2,070,340 RSUs and RSAs The following table summarizes the Company’s RSU and RSA activity (in thousands, except per share data): RSUs RSAs Number of Weighted- Number of Weighted- Unvested as of December 31, 2022 30,322 $ 48.73 500 $ 52.55 Granted 7,124 $ 36.35 — — Vested and released (2,911) $ 48.18 (75) $ 50.75 Cancelled (579) $ 53.00 — — Unvested as of March 31, 2023 33,956 $ 46.11 425 $ 52.99 CEO Long-Term Performance Award In February 2021, the Leadership Development and Compensation Committee granted the CEO Long-Term Performance Award under the 2017 Plan, which provides 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 Class A common stock price targets (referred to as a “Company Stock Price Hurdle”), as described below. The CEO Long-Term Performance Award is eligible to vest based on the Company’s stock price performance over various performance periods, with the first performance period beginning two years after the Effective Date and ending on the seventh anniversary of the Effective Date. The CEO Long-Term Performance Award is divided into seven performance periods that are eligible to vest based on the achievement of various Company Stock Price Hurdles, 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. In addition, 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 the applicable Company Stock Price Hurdle. 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. 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. A Monte Carlo simulation model requires use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date, corresponding to the length of time remaining in the performance period, and expected dividend yield. 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 as of the grant date, 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, using the accelerated attribution method. 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 over the requisite service period if Mr. Baszucki provides service as the Company’s CEO, regardless of whether the Company Stock Price Hurdles are achieved. The Company recorded $12.0 million of stock-based compensation expense related to the CEO Long-Term Performance Award during the three months ended March 31, 2023 and March 31, 2022 within general and administrative expenses. PSUs During the quarter ended June 30, 2022, the Company’s Board of Directors granted performance-based restricted stock unit awards (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 three-year performance period (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 outcomes 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 attribution method over the derived service period of each tranche which is equal to 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. 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. The Company recorded $1.0 million of stock-based compensation expense related to the 2022 PSU Grants during the three months ended March 31, 2023. Employee Stock Purchase Plan During the quarter ended March 31, 2023, the Company’s stock price on the purchase date, February 27, 2023, was lower than the Company’s stock price on the offering date. As a result, the offering in effect was reset with the lower stock price becoming the new offering price and rolled over to a new 24 month offering period. The reset was treated as a modification resulting in incremental expense totaling $3.1 million, which is being recognized over the remaining requisite service period as of the date of reset. During the quarter ended September 30, 2022, the Company’s stock price on the purchase date, August 25, 2022, was lower than the Company’s stock price on the offering date. As a result, the offering in effect was reset with the lower stock price becoming the new offering price and rolled over to a new 24 month offering period. The reset was treated as a modification resulting in incremental expense totaling $5.1 million, which is being recognized over the remaining requisite service period as of the date of reset. During the quarter ended March 31, 2022, the Company’s stock price on the purchase date, February 25, 2022, was lower than the Company’s stock price on the offering date of the first and second offering periods. As a result, the first and second offerings in effect were reset with the lower stock price becoming the new offering price and rolled over to a new 24 month offering period. The reset was treated as a modification resulting in incremental expense totaling $4.7 million, which is being recognized over the remaining requisite service period as of the date of reset. The Company recorded $7.1 million and $4.6 million of stock-based compensation expense related to the 2020 ESPP during the three months ended March 31, 2023 and March 31, 2022, respectively. |