Share-Based Compensation | Share-Based Compensation Equity awards Compensation Expense Equity awards compensation expense recorded in the consolidated statements of operations was as follows : Six Months Ended June 30, 2024 June 30, 2023 (in thousands) Research and Development $ (23,653) $ (32,504) Sales and Operations (10,087) (9,092) General and Administrative (14,238) (10,745) Total equity awards compensation expense (1) $ (47,978) $ (52,341) Tax benefit from equity awards compensation expense 5,101 3,669 Total equity awards compensation expense, net of tax effect $ (42,877) $ (48,672) (1) The six months ended June 30, 2024 are presented net of $2.1 million capitalized stock-based compensation relating to internally developed software. During the six months ended June 30, 2024, the Company settled $13.1 million of equity instruments granted under share-based arrangements. The breakdown of the equity award compensation expense by instrument type was as follows: Six Months Ended June 30, 2024 June 30, 2023 (in thousands) Share options $ — $ (65) Lock-up shares (14,007) (21,422) Restricted stock units / Performance stock units (33,092) (29,931) Non-employee warrants (879) (923) Total equity awards compensation expense (1) $ (47,978) $ (52,341) Tax benefit from equity awards compensation expense 5,101 3,669 Total equity awards compensation expense, net of tax effect $ (42,877) $ (48,672) (1) Presented net of $2.1 million capitalized stock-based compensation relating to internally developed software. A detailed description of each instrument type is provided below. Share Options Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant. In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants. Options Outstanding Number of Shares Underlying Outstanding Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2023 319,238 Options granted — Options exercised (41,123) Options forfeited (5,690) Options canceled — Options expired (5,120) Outstanding as of June 30, 2024 267,305 Vested and exercisable as of June 30, 2024 267,305 € 19.93 4.39 € 16.14 The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. No new stock options were granted in the period ending June 30, 2024. As of June 30, 2024, there was no remaining unrecognized stock-based compensation related to unvested stock options. Lock up shares On August 1, 2022, 2,960,243 treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS"), as partial consideration for the Iponweb Acquisition. These shares are subject to a lock-up period that expires in three three Shares Weighted-Average Grant date Fair Value Per Share Outstanding as of December 31, 2023 1,953,761 — Granted — — Vested (375,000) — Forfeited — — Outstanding as of June 30, 2024 1,578,761 € 23.94 During the six months ended June 30, 2024, the vesting resulted in the recognition of share-based compensation expense of $5.1 million. As of June 30, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $6.8 million, which is expected to be recognized over a period from July 1, 2024 to August 1, 2025. Restricted Stock Units and Performance Stock Units During the six months ended June 30, 2024, the Company granted new equity under our current equity compensation plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives. Restricted Stock Units Restricted stock units generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date. In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are in euros, as the Company is incorporated in France and the euro is the currency used for the grants. Shares (RSU) Weighted-Average Grant date Fair Value Per Share Outstanding as of December 31, 2023 5,293,263 — Granted 392,804 — Vested (1,342,769) — Forfeited (179,822) — Outstanding as of June 30, 2024 4,163,476 € 27.6 The RSUs are subject to a vesting period of four years, over which the expense is recognized on a straight-line basis. A total of 392,804 shares have been granted under this plan, with a weighted-average grant-date fair value of €30.00. As of June 30, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $56.4 million, which is expected to be recognized over a weighted-average period of 2.9 years. Performance Stock Units Performance stock units are subject to either a performance condition or a market condition. Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured by Contribution ex-TAC. A total of 536,452 shares have been granted at target under this plan with a vesting period of three years. The target shares are subject to a range of vesting from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 1,072,906. The grant-date fair value is determined based on the fair-value of the shares at the grant date, which is €29.88 per share for a total fair value of approximately $17.4 million, to be expensed on a straight-line basis over the respective vesting period. The number of shares granted, vesting and outstanding subject to performance conditions is as follows: Shares (PSU) Weighted-Average Grant date Fair Value Per Share Outstanding as of December 31, 2023 660,395 — Granted 536,452 — Performance share adjustment 64,152 Vested (164,764) — Forfeited — — Outstanding as of June 30, 2024 1,096,235 € 29.90 As of June 30, 2024, the Company had unrecognized stock-based compensation related to performance stock units of approximately $21.8 million, which is expected to be recognized over a weighted-average period of 3.4 years. Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions. A total of 268,226 shares have been granted at target under this plan, to be earned in two equal tranches over a term of two The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions: Expected volatility of the Company 42.73 % Expected volatility of the benchmark 71.18 % Risk-free rate 4.27 % Expected dividend yield — % The number of shares granted, vested and outstanding subject to market conditions is as follows: Shares (TSR) Weighted-Average Grant date Fair Value Per Share Outstanding as of December 31, 2023 — — Granted 268,226 — Vested — — Forfeited — — Outstanding as of June 30, 2024 268,226 € 47.42 As of June 30, 2024, a total of $1.9 million expense has been recognized and the Company had unrecognized stock-based compensation related to performance stock units based of market conditions of $11.8 million, which is expected to be recognized over a period from July 1, 2024 to March 1, 2027. Non-employee warrants Non-employee warrants generally vest over four years, subject to the holder’s continued service through the vesting date. Shares Weighted-Average Grant date Fair Value Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2023 244,457 Granted — Exercised — Canceled — Expired — Outstanding as of June 30, 2024 244,457 € 17.65 3.98 € 18.37 Vested and exercisable - June 30, 2024 244,457 The aggregate intrinsic value represents the difference between the exercise price of the non-employee warrants and the fair market value of common stock on the date of exercise. No new stock non-employee warrants were granted in the period ending June 30, 2024. As of June 30, 2024 all instruments have fully vested. |