Stock-based compensation | Stock-based compensation Total stock-based compensation expense for all equity arrang ements for the three and nine months e nded September 30, 2024 and 2023 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Cost of revenue $ 80 $ 118 $ 286 $ 328 Sales and marketing 4,829 5,714 14,002 17,859 Technology and development 4,941 2,902 14,139 13,434 General and administrative 6,593 5,166 18,758 34,020 Total $ 16,443 $ 13,900 $ 47,185 $ 65,641 The Company maintains multiple stock-based incentive compensation plans. Expense relating to outstanding awards under such plans is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, Unamortized Expense as of Weighted 2024 2023 2024 2023 September 30, 2024 Time-Based Options 2018 Plan $ 111 $ 1,727 $ 747 $ 3,544 2021 Plan 536 536 1,605 1,740 Total Time-Based Options expense $ 647 $ 2,263 $ 2,352 $ 5,284 $ 1,641 0.7 years Return-Target Options 2018 Plan $ — $ (2,111) $ — $ 18,215 2021 Plan — — — 3,124 Total Return-Target Options expense $ — $ (2,111) $ — $ 21,339 $ — 0.0 years LTIP expense (2018 Plan) $ — $ 16 $ — $ 333 Other equity awards under 2021 Plan Restricted Stock Units ("RSUs") $ 10,444 $ 8,760 $ 30,529 $ 25,483 $ 103,107 2.8 years Market Stock Units ("MSUs") 4,976 4,632 13,000 12,194 22,270 3.2 years Other equity awards under 2021 Plan expense $ 15,420 $ 13,392 $ 43,529 $ 37,677 $ 125,377 Employee Stock Purchase Plan "ESPP" $ 376 $ 340 $ 1,304 $ 1,008 Total Stock-Based Compensation expense $ 16,443 $ 13,900 $ 47,185 $ 65,641 $ 127,018 Integral Ad Science Holding Corp. Amended and Restated 2018 Non-Qualified Stock Option Plan On August 1, 2018, the Company adopted the 2018 Non-Qualified Stock Option Plan (“2018 Plan”). Under the 2018 Plan, the Company issued (i) Time-Based Options that vest over four years with 25% vesting after twelve months and an additional 6.25% vesting at the end of each successive quarter thereafter; and (ii) Return-Target Options that were to vest upon the first to occur of sale of the Company, or, sale or transfer to any third party of shares, as a result of which, any person or group other than Vista, obtains possession of voting power to elect a majority of the Board or any other governing body and the achievement of a total equity return multiple of 3.0 or greater. The 2018 Plan contained a provision wherein, the Time-Based Options could be repurchased by the Company at cost upon resignation of the employee. Due to this repurchase feature, the Time-Based Options did not provide the employee with the potential benefits associated with a stock award holder, and therefore, these awards were not accounted for as a stock-based award under ASC 718, Compensation - Stock Compensation but instead, compensation cost was recognized when the benefit to the employee was determined to be probable. The Return-Target Options were considered to contain both market (total stockholder return threshold) and performance (exit event) conditions. As such, the award was measured on the date of grant. Since the conditions for vesting related to the Return-Target Options were not met prior to the IPO, no stock-based compensation was recognized in the pre-IPO financial statements of the Company. During the three months ended June 30, 2023, with the filing of a “shelf” registration statement on Form S-3, the market condition and the implied performance condition relating to the Return-Target Options were deemed to be probable, and $23,450 was recognized in that period. In connection with the IPO, the 2018 Plan was amended and restated (the “Amended and Restated 2018 Plan”) with the following modifications: (i) the provision to repurchase the Time-Based Options at cost upon resignation of the employee was removed and (ii) the Return-Target Options were modified to include vesting upon a sale of shares by Vista following the IPO resulting in Vista realizing a cash return on its investment in the Company equaling or exceeding $1.17 billion. As a result of the modification to the Time-Based Options, the awards became subject to the guidance in ASC 718, Compensation - Stock Compensation . As the return multiple and vesting conditions associated with the Return-Target Options were also modified, the Company fair valued the Return-Target Options using a Monte Carlo simulation model. The Return-Target Options become exercisable following both (i) a registration of shares of common stock held by Vista and (ii) Vista realizing a cash return on its investment in the Company equaling or exceeding $1.17 billion. Vesting of the Time-Based Options accelerates when the Return-Target Options vest and therefore, recognition of the remaining unamortized stock compensation expense related to the Time-Based Options will accelerate when the Return-Target Options vest. The total number of Time-Based Options and Return-Target Options outstanding under the Amended and Restated 2018 Plan as of September 30, 2024 were 2,251,431 and 1,342,092, respectively. The Company does not expect to issue any additional awards under the Amended and Restated 2018 Plan. 2021 Omnibus Incentive Plan (“2021 Plan”) On June 29, 2021, the Company adopted the 2021 Plan to incentivize execu tive officers, management, employees, consultants and directors of the Company and to align the interests of the participants with those of the Company’s share holders. As of September 30, 2024, there were 43,059,189 shares reserved for issuance under the 2021 Plan. The total number of shares reserved for issuance under the 2021 Plan is increased on January 1 of each of the first 10 calendar years during the term of the 2021 Plan, by the lesser of (i) 5% of the total number of shares of common stock outstanding on each December 31 st immediately prior to the date of increase or (ii) such number of shares of common stock determined by our Board or compensation committee. As of September 30, 2024, there were 1,147,846 total options outstanding under the 2021 Plan, consisting of 764,908 Time-Based Options and 382,938 Return-Target Options. The vesting conditions for the options issued under the 2021 Plan are identical to those described under the Amended and Restated 2018 Plan. Stock option activity for the nine months ended September 30, 2024 is as follows: Time-Based Options Stock options Weighted Weighted average Aggregate Outstanding at December 31, 2023 3,060,388 $ 7.70 5.70 $ 23,251 Canceled or forfeited — — — — Exercised (44,049) 7.10 — — Outstanding at September 30, 2024 3,016,339 $ 7.70 4.94 $ 14,870 Vested and expected to vest at September 30, 2024 3,016,339 $ 7.70 4.94 $ 14,870 Exercisable as of September 30, 2024 2,863,841 $ 7.19 4.84 $ 14,849 Return-Target Options Stock options Weighted Weighted average Aggregate Outstanding at December 31, 2023 1,725,030 $ 7.47 5.78 $ 13,318 Canceled or forfeited — — — — Exercised — — — — Outstanding at September 30, 2024 1,725,030 $ 7.47 5.03 $ 8,514 Vested and expected to vest at September 30, 2024 1,725,030 $ 7.47 5.03 $ 8,514 Exercisable as of September 30, 2024 — $ — — $ — Restricted Stock Units ("RSUs") RSUs under the 2021 Plan granted prior to May 2022 vest 25% each year and become fully vested after four years of service. RSUs under the 2021 Plan granted during or after May 2022 vest 6.25% at the end of each successive quarter and become fully vested after four years of service. RSU activity for the nine months ended September 30, 2024 is as follows: RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 9,014,435 $ 12.41 Granted 4,599,570 10.31 Canceled or forfeited (1,400,542) 11.42 Vested (2,406,842) 12.30 Outstanding as of September 30, 2024 9,806,621 $ 11.60 Expected to vest as of September 30, 2024 9,806,621 Market Stock Units ("MSUs") The Company granted MSUs under the 2021 Plan to certain executive officers. MSUs vest over four years, 25% on the first anniversary of the vesting commencement date and 6.25% at the end of each quarter thereafter. The number of MSUs eligible to vest is based on the performance of the Company's common stock over each applicable vesting period. The number of shares eligible to vest is calculated based on a payout factor. The payout factor is calculated by dividing (i) the average closing price of the Company's stock during the ten trading days immediately preceding the applicable vesting date by (ii) the closing price of the Company's stock on the vesting commencement date. The payout factor is zero if such quotient is less than 0.60 and is capped at 2.25. Such quotient is then multiplied by the target number of MSUs granted to the relevant officer to determine the number of shares to be issued to the officer at vesting. The grant date fair value of the MSUs was determined using a Monte-Carlo simulation. The Company uses the accelerated attribution method to account for these awards. MSU activity for the nine months ended September 30, 2024 is as follows: MSUs Number of Shares Weighted Average Outstanding at December 31, 2023 1,800,486 $ 19.28 Granted 1,395,332 14.86 Canceled or forfeited (209,532) 21.05 Change in awards based on performance (118,636) 21.42 Vested (420,786) 19.39 Outstanding as of September 30, 2024 2,446,864 $ 16.60 Expected to vest as of September 30, 2024 2,446,864 2021 Employee Stock Purchase Plan The Company adopted the ESPP for the primary purpose of incentivizing employees in future periods. As of September 30, 2024, 6,161,033 shares of common stock are reserved for issuance under the ESPP. The number of shares available for issuance under the ESPP is increased on January 1 st of each calendar year, ending in and including 2031, by an amount equal to the lesser of (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our Board, subject to a maximum of 16,000,000 shares of our common stock for the portion of the ESPP intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. All Company employees and employees of designated subsidiaries are eligible to participate in the ESPP and may purchase shares through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25 in any annual period for the portion of the ESPP intended to qualify as an employee purchase plan under Section 423 of the Internal Revenue Code. The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions at a price equal to 85% of the fair market value of the shares on (i) the first business day of the offering period or (ii) the last business day of the offering period, whichever is lower. The ESPP is offered to employees in six-month windows, with phases beginning on February 1 and August 1 of each calendar year. For the window that ended on January 31, 2024, employees purchased 153,239 shares at a price of $12.37 per share. For the window that ended on July 31, 2024, employees purchased 172,615 shares at a price of $8.65 per share. As of September 30, 2024, 5,561,610 shares were available for future purchase under the ESPP. |