| Stock-based compensation | Stock-based compensation 2011 Option Plan The Company adopted the 2011 Stock Option and Grant Plan (the “2011 Plan”) on September 2, 2011 and amended and restated the plan on December 14, 2011. The 2011 Plan provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards, and other stock-based awards to its employees, directors, officers, outside advisors, and non-employee consultants. At the time of grant, the options issued to new employees pursuant to the 2011 Plan expire ten years from the date of grant and generally vest over four years, with 25% vesting on the first anniversary and the balance vesting ratably over the remaining 36 months. Options issued pursuant to the 2011 Plan expire ten years from the date of grant and generally vest ratably over 48 months. The 2011 Plan was administered by the Compensation Committee of the Board. The exercise prices, vesting, and other restrictions were determined at the discretion of Compensation Committee of the Board. Following the completion of the Company’s IPO in June 2021, no additional awards and no shares of the Company’s common stock remain available for future issuance under the 2011 Plan. However, the 2011 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. 2021 Stock Incentive Plan In May 2021, the Company's Board adopted, and its stockholders approved, the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective upon the SEC declaring the Company’s IPO registration statement effective. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options, restricted share awards, stock unit awards (“RSUs”), stock appreciation rights, cash-based awards, and performance-based stock awards, or collectively, stock awards. ISOs may be granted only to the Company’s employees, including officers, and the employees of its parent or subsidiaries. All other stock awards may be granted to the Company’s employees, officers, non-employee directors, consultants, and the employees and consultants of its parent, subsidiaries, and affiliates. The requisite service period for RSUs to vest is generally over four years from the grant date, with 25% vesting on the first anniversary and the balance vesting ratably on a quarterly basis over the remaining vesting period. Additional RSUs vest ratably on a quarterly basis over three The aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2021 Plan will not exceed the sum of (x) 4,333,333 shares (as adjusted for stock splits, stock dividends, combinations, and the like), plus (y) the sum of (1) the number of reserved shares not issued or subject to outstanding awards under the 2011 Plan on the effective date of the 2021 Plan and (2) the number of shares subject to outstanding stock awards granted under the 2011 Plan and that, following the effective date of the 2021 Plan, (A) are subsequently forfeited or terminated for any reason before being exercised or settled, (B) are not issued because such stock award is settled in cash, (C) are subject to vesting restrictions and are subsequently forfeited, (D) are withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or (E) are withheld or reacquired to satisfy a tax withholding obligation, plus (z) an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022 and ending on, and including, January 1, 2031, in an amount equal to the lesser of (i) 5% of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser amount that the Compensation Committee of the Board determines for purposes of the annual increase for that fiscal year. On January 1, 2024, the number of shares of common stock available for issuance under the 2021 Plan was automatically increased according to its terms by 1,995,756 shares. As of March 31, 2024, 2,435,051 shares were available for future grants of the Company’s common stock. Stock Options The following table summarizes the Company’s stock option activity since December 31, 2023: Number of Weighted-Average Weighted-Average Aggregate Outstanding as of December 31, 2023 3,831,710 $ 6.97 5.8 $ 826 Granted — $ — Exercised (172,274) $ 4.07 Cancelled/Forfeited (7,295) $ 6.90 Outstanding as of March 31, 2024 3,652,141 $ 7.10 5.8 $ 2,598 Options exercisable as of March 31, 2024 2,826,255 $ 6.67 5.2 $ 2,587 Options vested and expected to vest as of March 31, 2024 3,652,141 $ 7.10 5.8 $ 2,598 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for all stock options that had exercise prices lower than the fair value of the Company’s common stock. There were no stock options granted during the three months ended March 31, 2024 and 2023. The aggregate intrinsic value of stock options exercised was $0.3 million and less than $0.1 million during the three months ended March 31, 2024 and 2023, respectively. The total fair value of stock options vested was $0.7 million during each of the three months ended March 31, 2024 and 2023. The stock options granted during the fiscal year ended December 31, 2021 included 615,997 stock options granted to executive officers that include a performance condition related to a sale event or initial public offering occurring before December 31, 2021 in addition to the standard service condition. These options will vest over four years, with approximately 21% vested on January 1, 2022, and the balance vesting ratably over the remaining 38 months. Stock-based compensation expense of $0.2 million was recognized for options having a performance condition during each of the three months ended March 31, 2024 and 2023. Restricted Stock Units The following table summarizes the activity related to the Company's restricted stock units: Outstanding Restricted Stock Units Weighted-Average Outstanding as of December 31, 2023 3,400,489 $ 5.40 Granted 2,717,052 5.90 Vested (325,550) 5.92 Cancelled (29,930) 5.76 Outstanding as of March 31, 2024 5,762,061 $ 5.60 The estimated weighted-average grant date fair value of restricted stock units granted was $5.90 and $4.00 per share for the three months ended March 31, 2024 and 2023, respectively. The total grant date fair value of restricted stock units vested was $1.9 million and $2.0 million for the three months ended March 31, 2024 and 2023, respectively. Employee Stock Purchase Plan In May 2021, the Company's Board adopted, and its stockholders approved, the Company's 2021 Employee Stock Purchase Plan (the "ESPP"). A total of 1,971,655 shares of the Company's authorized but unissued or reacquired shares of its common stock (as adjusted for stock splits, stock dividends, combinations, and the like) are available for issuance under the ESPP. The number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022, equal to the least of: (i) 1% of the outstanding shares of the Company’s common stock on such date, (ii) 400,000 shares (as adjusted for stock splits, stock dividends, combinations, and the like) or (iii) a lesser amount determined by the Compensation Committee or the Company’s Board of Directors. On January 1, 2024, the number of shares of common stock available for issuance under the ESPP was automatically increased according to its terms by 399,151 shares. During regularly scheduled “offerings” under the ESPP, participants may purchase the Company’s common stock through payroll deductions, up to a maximum of 15% of their eligible compensation, or such lower limit as may be determined by the Compensation Committee from time to time. Participants will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering. Participation in the ESPP will end automatically on termination of employment. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. The fair market value of the Company’s common stock for this purpose will generally be the closing price on Nasdaq (or such other exchange as the Company’s common stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question. As of March 31, 2024, an initial offering period has not commenced, and for the three months ended March 31, 2024 and 2023, no shares of common stock were purchased under the ESPP. Stock-Based Compensation Expense The following table summarizes the classification of the Company’s stock-based compensation expense in the condensed consolidated statements of operations: (in thousands) Three Months Ended March 31, 2024 2023 Cost of revenue $ 80 $ 149 Sales and marketing 731 707 Technology development 737 1,051 General and administrative 1,542 1,199 Total stock-based compensation expense $ 3,090 $ 3,106 Stock-based compensation capitalized in connection with the Company’s internal-use software was less than $0.1 million for each of the three months ended March 31, 2024 and 2023. As of March 31, 2024, total unrecognized compensation expense related to unvested stock-based awards was $34.6 million, which is expected to be recognized over a weighted-average period of 2.6 years. |
