Stockholders' Equity | Stockholders’ Equity 2019 Equity Incentive Award Plan Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of the Company’s Board of Directors, are eligible to receive awards under the 2019 Equity Incentive Award Plan (the “2019 Plan”). The 2019 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash-based awards and dividend equivalents to eligible individuals. As of June 29, 2024, there were 2.8 million shares available for issuance under the 2019 Plan. During the three months ended June 29, 2024, time-based stock option awards exercisable for up to an aggregate of 0.1 million shares of common stock were granted with a grant date weighted-average exercise price of $30.07 per share. During the six months ended June 29, 2024, stock option awards exercisable for up to an aggregate of 0.4 million shares of common stock were granted with a grant date weighted-average exercise price of $34.36 per share. These stock option awards vest 25% on the first anniversary of the vesting commencement date and on a quarterly basis thereafter over an additional three years. In February 2024, performance-based stock option awards exercisable for up to an aggregate of 2.4 million shares of common stock were granted to certain Company executives with a grant date exercise price of $34.26 per share and divided into two plans, with the first plan accounting for 75% of the total shares granted and the second plan accounting for 25% of the total shares granted. The actual number of shares earned is contingent upon achievement of annual corporate financial targets for bookings and non-GAAP net operating income for 2024 (collectively, the “2024 Performance Targets”) during the one-year performance period. These performance-based stock option awards will vest, subject to certification by the Compensation Committee of the Company’s Board of Directors upon the achievement of the 2024 Performance Targets, as to 25% of the shares of common stock earned on the one year anniversary of the date of grant, and as to the remaining 75% of the shares of common stock earned, in substantially equal quarterly installments over the subsequent 36 months, subject to the executive’s continuous service with the Company through the respective vesting dates. For the first plan, if the non-GAAP net operating income target and the bookings target are each achieved below 80% of target, no shares would be awarded, and the performance-based stock option awards would be forfeited in full. If either target is achieved at the minimum threshold of 80% of target, then the shares are awarded at 75% of the granted shares, with an increasing percentage of shares awarded above the minimum thresholds up to 120% of the granted shares for each target. Each target result is then weighted by 50% and the combined total determines the percent of target shares. The maximum combined award is 100%. For the second plan, if the bookings target is achieved below 90% of target, the performance-based stock option awards would be forfeited in full. If the target is achieved at the minimum threshold of 90% of target, then the shares are awarded at 75% with an increasing percentage of shares awarded above the minimum thresholds up to 100% of the granted shares. The maximum award is 100%. The probability of meeting a portion of the performance conditions related to these performance-based stock option awards was assessed to be probable as of June 29, 2024, and stock-based compensation expense of $1.1 million was recognized for the three months ended June 29, 2024. For the six months ended June 29, 2024, stock-based compensation expense of $2.8 million was recognized. During the three months ended June 29, 2024, 30,000 shares of common stock were issued pursuant to the exercise of stock options at a weighted-average exercise price of $9.11 per share. During the six months ended June 29, 2024, 0.2 million shares of common stock were issued pursuant to the exercise of stock options at a weighted-average exercise price of $8.64 per share. As of June 29, 2024, unrecognized stock-based compensation expense of $70.8 million related to stock options, net of estimated forfeitures, is expected to be recognized over a weighted-average period of 2.1 years. Employee Stock Purchase Plans The Company maintains two employee stock purchase plans - the Amended and Restated Employee Stock Purchase Plan (the “ESPP”) and the Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan (the “NQ ESPP”). The ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their eligible compensation subject to certain Internal Revenue Code limitations. The offering periods under the ESPP are two six-month offering periods from August 15 th through February 14 th and February 15 th through August 14 th of each year. The price of common stock purchased under the ESPP is 85% of the lower of the fair market value of the common stock on the commencement date and the end date of each six-month offering period. As of June 29, 2024, there were 4.3 million shares available for issuance under the ESPP. During the six months ended June 29, 2024, 0.2 million shares were purchased under the ESPP. As of June 29, 2024, unrecognized stock-based compensation expense of $0.3 million related to the ESPP is expected to be recognized over a remaining service period of 0.1 years. The NQ ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions of up to 25% of their eligible recurring compensation. Eligible employees have the right to (a) purchase the maximum number of whole shares of common stock that can be purchased with the elected payroll deductions during each offering period for which the employee is enrolled at a purchase price equal to the closing price of the Company’s common stock on the last day of such offering period and (b) receive an equal number of shares of the Company’s common stock that are subject to a risk of forfeiture in the event the employee terminates employment within the one year period immediately following the purchase date. The NQ ESPP provides quarterly offering periods from February 8 th through May 7 th , May 8 th through August 7 th , August 8 th through November 7 th and November 8 th through February 7 th of each year, with a maximum of 0.25 million shares allocated per purchase period. The maximum number of shares of common stock currently authorized for issuance under the NQ ESPP is 7.5 million shares. As of June 29, 2024, there were 2.9 million shares available for issuance under the NQ ESPP. During the six months ended June 29, 2024, 0.5 million shares were purchased and issued. As of June 29, 2024, unrecognized stock-based compensation expense of $14.1 million related to the NQ ESPP is expected to be recognized over a remaining weighted-average service period of 0.9 years. Stock-Based Compensation The following table summarizes stock-based compensation expense (in thousands): Three Months Ended Six Months Ended June 29, July 1, June 29, July 1, Cost of revenue $ 707 $ 780 $ 1,343 $ 1,580 Sales and marketing 4,191 5,053 9,041 9,484 Research and development 4,398 4,860 8,913 9,172 General and administrative 6,162 7,151 13,018 13,828 $ 15,458 $ 17,844 $ 32,315 $ 34,064 Income tax benefit recognized $ 2,114 $ 2,955 $ 5,426 $ 7,107 Stock Repurchase Program The Company maintains a common stock repurchase program. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The specific timing, price and size of the purchases depends on prevailing stock prices, general economic and market conditions and other considerations consistent with the Company’s capital allocation strategy. The repurchase program does not obligate the Company to acquire a particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. No shares were purchased during the three months ended June 29, 2024. For the six months ended June 29, 2024, the Company purchased 0.1 million shares of common stock for $3.7 million at an average price per share of $32.87. As of June 29, 2024, the remaining balance under the current authorizations was $109.9 million. |