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Stockholders' Equity | 12 Months Ended
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Jan. 31, 2025
Equity [Abstract] |
Stockholders' Equity | Stockholders' Equity Common Stock Reserved for Future Issuance We have reserved the following shares of common stock, on an as-if converted basis, for future issuance as follows:
| January 31,
(in thousands) | 2025 |  | 2024
RSUs outstanding | 27,268 |  |  | 26,965 |
Options issued and outstanding | 83 |  |  | 1,385 |
Remaining shares available for future issuance under the Equity Incentive Plans | 39,387 |  |  | 35,663 |
Remaining shares available for future issuance under the ESPP | 11,819 |  |  | 10,628 |
Total shares of common stock reserved | 78,557 |  |  | 74,641 |
Equity Incentive Plans We maintain two stock-based compensation plans: the 2018 Equity Incentive Plan (the “2018 Plan”) and the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”). Our board of directors adopted, and our stockholders approved, the 2018 Plan during the year ended January 31, 2019. The 2018 Plan went into effect in April 2018, upon the effectiveness of our IPO Registration Statement. The 2018 Plan serves as a successor to the 2011 Plan and the Amended and Restated 2003 Stock Plan (the “2003 Plan”) and provides for the grant of stock-based awards to our employees, directors and consultants. Shares available for grant under the 2011 Plan that were reserved but not issued as of the effective date of the 2018 Plan were added to the reserves of the 2018 Plan. No additional awards under the 2011 Plan or 2003 Plan have been made since the effective date of the 2018 Plan. Outstanding awards under the 2011 plan continue to be subject to the terms and conditions of the respective plan. There are no outstanding awards under the 2003 plan. Additionally, any shares subject to outstanding awards originally granted under the 2011 Plan that: (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise returned to Docusign, Inc.; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award are added to the reserves of the 2018 Plan. The 2018 Plan permits the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards. RSUs granted under the 2018 Plan generally vest over a four-year period, either quarterly or with 25% vesting at the end of one year and the remainder quarterly thereafter. Additionally, we grant performance stock awards to our executives on an annual basis. Shares available for grant under the 2018 Plan for the year ended January 31, 2025 was as follows:
(in thousands) | Year Ended January 31, 2025
Available at beginning of fiscal year | 35,663 |
Awards authorized | 10,266 |
Shares granted | (13,892) |
Shares canceled/expired | 4,029 |
Shares withheld for taxes | 3,321 |
Available at end of fiscal year | 39,387 |
The 2018 Plan provides that the number of shares reserved will automatically increase on the first day of each fiscal year, beginning on February 1, 2019, and ending on February 1, 2028, by 5% of the total number of shares of our capital stock outstanding on the immediately preceding January 31st (or such lesser number of shares as our board of directors or a committee of our board of directors may approve). The most recent automatic increase of 10.1 million shares occurre d o n February 1, 2025. RSUs The majority of RSUs vest upon the satisfaction of a service-based vesting condition. From time to time, we may also grant RSUs that are subject to either a performance-based or market-based vesting conditions. The performance-based conditions will be satisfied upon satisfaction of certain financial performance targets. The market-based conditions will be satisfied if certain milestones based on our common stock price or relative total shareholder return are met. The weighted-average grant date fair value for RSUs granted during the years ended January 31, 2025, 2024 and 2023 was $60.89, $54.15 and $66.50 per share. The total grant date fair value of RSUs vested during the years ended January 31, 2025, 2024 and 2023 was $627.9 million, $631.8 million and $461.8 million. RSU activity for the year ended January 31, 2025 was as follows:
(in thousands, except per share data) | Number of Units |  | Weighted-Average Grant Date Fair Value
Unvested at January 31, 2024 | 26,700 |  |  | $ | 60.70 |
Granted | 13,892 |  |  | 60.89 |
Vested | (9,296) |  |  | 67.55 |
Canceled | (4,028) |  |  | 64.83 |
Unvested at January 31, 2025 | 27,268 |  |  | $ | 57.62 |
As of January 31, 2025, our total unrecognized compensation cost related to RSUs was $1.2 billion. We expect to recognize this expense over the remaining weighted-average period of approximately 2.7 years. As of January 31, 2025, the grant date fair value of unvested RSUs subject to market-based and performance-based vesting conditions was $147.1 million. The number of RSUs granted or canceled included in the table above reflects shares that could be eligible to vest at 100% of target for PSUs and includes adjustments for over or under achievement for PSUs granted in prior periods. We calculated the fair value of the RSU with market conditions using a Monte Carlo option-pricing model based on the following assumptions:
| Year Ended January 31,
| 2025 |  | 2024 |  | 2023
Risk-free interest rate | 3.85% - 4.41% |  | 4.12 | % |  | 3.21% - 4.42%
Expected dividend yield | — | % |  | — | % |  | — | %
Expected life (in years) | 2.8 - 3.0 |  | 3.0 |  | 1.0 - 6.7
Expected volatility | 69% - 70% |  | 71 | % |  | 54% - 66%
Stock Options There were no options granted during the years ended January 31, 2025, 2024 and 2023. Option activity for the year ended January 31, 2025 was as follows:
(in thousands, except per share data and years) | Number of Options |  | Weighted-Average Exercise Price Per Share |  | Weighted-Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value
Outstanding at January 31, 2024, all vested and exercisable | 1,385 |  |  | $ | 17.39 |  |  | 2.63 |  | $ | 60,117 |
Exercised | (1,301) |  |  | 17.43 |  |  |  |  |
Canceled/expired | (1) |  |  | 13.43 |  |  |  |  |
Outstanding at January 31, 2025, all vested and exercisable | 83 |  |  | $ | 16.82 |  |  | 0.44 |  | $ | 6,187 |
As of January 31, 2025, there was no remaining unrecognized compensation cost related to stock option grants. The aggregate intrinsic value of options exercised during the years ended January 31, 2025, 2024 and 2023 was $73.6 million, $23.6 million and $48.1 million. 2018 Employee Stock Purchase Plan During the year ended January 31, 2019, our board of directors adopted, and our stockholders approved the ESPP. In April 2018, the ESPP went into effect. The ESPP allows eligible employees to purchase shares of our common stock at a discounted price by accumulating funds, normally through payroll deductions, of up to 15% of their earnings. The purchase price for common stock under the ESPP is equal to 85% of the fair market value of our common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate six-month offering periods that begin in the first and third quarter of each year. We calculated the fair value of the ESPP purchase right using the Black-Scholes option-pricing model, based on the following assumptions:
| Year Ended January 31,
| 2025 |  | 2024 |  | 2023
Risk-free interest rate | 4.45% - 5.35% |  | 4.93% - 5.59% |  | 1.15%-4.04%
Expected dividend yield | — | % |  | — | % |  | — | %
Expected life of purchase right (in years) | 0.5 |  | 0.5 |  | 0.5
Expected volatility | 32% - 41% |  | 31% - 76% |  | 83% - 102%
The expected term for the ESPP purchase rights is based on the duration of the offering period. Estimated volatility for ESPP purchase rights is based on the historical volatility of our common stock price. The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted. We have not declared, nor do we expect to declare dividends. Compensation expense related to the ESPP was $13.4 million, $16.0 million and $22.2 million for the years ended January 31, 2025, 2024 and 2023. The number of shares reserved under the ESPP will automatically increase on the first day of each fiscal year, starting on February 1, 2019 and continuing through February 1, 2028, in an amount equal to the lesser of (i) 1% of the total number of shares of our common stock outstanding on January 31 of the preceding fiscal year, (ii) 3.8 million shares, or (iii) a lesser number of shares determined by our board of directors. As of January 31, 2025, 11.8 million shares of common stock were reserved for issuance under the ESPP. Stock Repurchase Program In March 2022, our board of directors authorized a stock repurchase program of up to $200.0 million of our outstanding common stock. Subsequently, in September 2023, our board of directors authorized an increase to its existing stock repurchase program for an additional amount of up to $300.0 million of our outstanding common stock. Most recently, in May 2024, our board of directors authorized an increase to our existing stock repurchase program for an additional amount of up to $1.0 billion of our outstanding common stock. The following table summarizes the share repurchase activity under our stock repurchase program:
| Year Ended January 31,
(in thousands) | 2025 |  | 2024 |  | 2023
Number of shares repurchased | 10,954 |  |  | 3,058 |  |  | 1,135 |
Aggregate purchase price | $ | 684,989 |  |  | $ | 145,515 |  |  | $ | 63,041 |

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