Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans, Stock-Based Compensation and Stock Repurchase Program Equity Incentive Plans 2014 Equity Incentive Plan and 2023 Stock Incentive Plan The 2014 Equity Incentive Plan (the “2014 Plan”) provided for the granting of stock options, restricted stock awards, restricted stock units (“RSUs”), performance-based RSUs (“PSUs”), stock appreciation rights, performance units and performance shares to our employees, consultants and members of our Board of Directors. On April 26, 2023, the Company’s stockholders approved the A10 Networks, Inc. 2023 Stock Incentive Plan (the “2023 Plan”), which was approved by the Company’s Board of Directors on March 10, 2023. The 2023 Plan replaced the 2014 Plan and no further grants were made under the 2014 Plan after March 29, 2023. The 2023 Plan provides for the granting of stock options, restricted stock awards, restricted stock units (“RSUs”), performance-based RSUs (“PSUs”), stock appreciation rights, performance units and performance shares to our employees, consultants and members of our Board of Directors. The shares authorized for issuance under the 2023 Plan is (x) 5,600,000 shares of common stock (the “Initial Reserve”), plus (y) the sum of any outstanding stock awards granted under the 2014 Plan that following March 29, 2023 which are either (i) not issued because such award or portion thereof is forfeited or terminated for any reason before being exercised or settled or (ii) subject to vesting restrictions and are subsequently forfeited, up to a maximum of 3,475,099 shares (the “2014 Returning Shares”). As of September 30, 2023, we had 4,724,521 shares available for future grant under the 2023 Plan. 2014 Employee Stock Purchase Plan The 2014 Employee Stock Purchase Plan, as amended (the “Amended 2014 Purchase Plan”) provides employees with an opportunity to purchase our common stock through accumulated contributions, up to a maximum of 10% of eligible compensation, with offering periods of six months in duration, beginning on or about December 1 and June 1 each year. As of September 30, 2023, the Company had 968,943 shares available for future issuance under the Amended 2014 Purchase Plan. Stock-Based Compensation A summary of our stock-based compensation expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock-based compensation by type of award: Stock awards $ 3,701 $ 3,168 $ 10,349 $ 8,803 Employee stock purchase rights 265 337 831 1,015 $ 3,966 $ 3,505 $ 11,180 $ 9,818 Stock-based compensation by category of expense: Cost of revenue $ 446 $ 434 $ 1,262 $ 1,155 Sales and marketing 1,248 1,193 3,305 3,335 Research and development 896 826 2,533 2,455 General and administrative 1,376 1,052 4,080 2,873 $ 3,966 $ 3,505 $ 11,180 $ 9,818 As of September 30, 2023, the Company had $36.2 million of unrecognized stock-based compensation expense related to unvested stock-based awards, including under our Amended 2014 Purchase Plan, which will be recognized over a weighted-average period of 2.72 years. Stock Options The following table summarizes our stock option activities and related information: Number of Shares (thousands) Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (thousands) Outstanding as of December 31, 2022 279 $ 6.59 Exercised (162) 7.31 Outstanding as of September 30, 2023 117 5.59 1.09 $ 1,103 Vested and exercisable as of September 30, 2023 117 $ 5.59 1.09 $ 1,103 As of September 30, 2023, the aggregate intrinsic value represents the excess of the closing price of our common stock of $15.03 over the exercise price of the outstanding in-the-money options. The intrinsic value of options exercised was $0.3 million and $2.8 million during the three months ended September 30, 2023 and 2022, respectively and was $1.2 million and was $4.5 million during the nine months ended September 30, 2023 and 2022, respectively. Stock Awards The Company has granted RSUs to its employees, consultants and members of its Board of Directors, and PSUs to certain executives and employees. The Company’s PSUs have market performance-based vesting conditions as well as service-based vesting conditions. As of September 30, 2023, there were 2,546,588 RSUs and 754,442 PSUs outstanding. The following table summarizes our stock award activities and related information: Number of Shares (thousands) Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Vesting Term Aggregate Fair Value (thousands) Nonvested as of December 31, 2022 3,218 $ 11.14 Granted 1,568 14.09 Released (1,311) 9.80 Canceled (174) 12.43 Nonvested as of September 30, 2023 3,301 $ 13.00 1.97 $ 49,614 The aggregate fair value of stock awards released was $8.4 million and $7.6 million for the three months ended September 30, 2023 and 2022, respectively, and was $12.8 million and $11.5 million for the nine months ended September 30, 2023 and 2022, respectively. Stock Repurchase Programs On October 28, 2021, the Company announced its Board of Directors authorized a stock repurchase program of up to $100 million of its common stock over a period of twelve months (the “2021 Program”). During the nine months ended September 30, 2022, the Company repurchased 6.1 million shares for a total cost of $79.3 million under the 2021 Program. This repurchase program was active for twelve months and expired in the second half of 2022. On November 1, 2022, the Company announced its Board of Directors authorized a new stock repurchase program of up to $50 million of its common stock over a period of twelve months (the “2022 Program”). Through September 30, 2023, 605 thousand shares had been repurchased under the 2022 Program for a total cost of $8.7 million. This repurchase program was active for twelve months and expired in the second half of 2023. On November 7, 2023, the Company announced its Board of Directors authorized a new stock repurchase program of up to $50 million of its common stock over a period of twelve months (the “2023 Program”). Under the Company’s stock repurchase programs, repurchased shares are held in treasury at cost. The Company’s stock repurchase programs do not obligate it to acquire any specific number of shares. Shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. |