Equity Awards and Instruments

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Effective September 22, 2020, the Company adopted and approved the 2020 Incentive Award Plan. The 2020 Incentive Award Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company. The 2020 Incentive Award Plan provides that the total number of shares of Class B Common Stock that may be issued under the 2020 Incentive Award Plan is 25,000,000 (the “Absolute Share Limit”); provided, however, that the Absolute Share Limit is automatically increased on the first day of each fiscal year in an amount equal to the lower of 1% of the total number of shares of Class B Common Stock outstanding on the last day of the immediately preceding fiscal year and a lower number of shares of Class B Common Stock as determined by the Company’s board of directors. The 2020 Incentive Award Plan terminates in September 2030. Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Incentive Award Plan. As of December 31, 2020, equity awards available for future grants under the 2020 Incentive Award Plan were 24,904,235.

The Company also has equity awards outstanding under its 2015 Equity Incentive Plan which provided for the granting of awards in the form of stock options, stock appreciation rights, dividend equivalent rights, restricted stock, RSUs, and stock grants. The 2015 Equity Incentive Plan had 50,000,000 shares of Class B Common Stock reserved for issuance and terminates in November 2024. Following the completion of the IPO, no further awards may be granted under the 2015 Equity Incentive Plan.

Equity Awards

Stock Options — Stock options generally vest ratably on each of the first four anniversaries of the grant date. Prior to the IPO, stock options granted under the 2015 Equity Incentive Plan included Put and Call provisions that allowed colleagues who have exercised an option to sell all or part of their shares acquired upon such exercise to the Company at the fair market value at the time of the sale. The exercise period for the Put right began on the second day after the six‑month anniversary of the date the option was exercised and ended after an additional 30 days. The Call right provision allowed the Company to purchase all or a part of the shares acquired by a colleague upon exercise of an option, at the fair market value at the time of such purchase. The Company could exercise the Call right at any time within seven months of the later of i) the optionee’s termination of service with the Company, or ii) the optionee’s (or his or her beneficiary’s) exercise of such option after a termination of service. These Put and Call rights terminated upon the completion of the IPO.

In accordance with the terms of the 2015 Equity Incentive Plan, in connection with the payment of the Special Dividend of $1.50 per share of the Company’s common stock on September 2, 2020, the Company equitably reduced the exercise price of each outstanding stock option granted under the 2015 Equity Incentive Plan by $1.50, but not lower than $0.01 (see Note 13).

Stock Grants — Under the equity incentive plans, the Company may grant unrestricted, fully vested shares of Class B Common Stock to eligible colleagues. Prior to the IPO, any such shares awarded had Put and Call rights similar to those described above with respect to stock options, which terminated upon the completion of the IPO.

Restricted Stock and RSUs — Under the equity incentive plans, the Company may grant both time and performance‑based shares of restricted Class B Common Stock and RSUs to eligible colleagues. Shares of restricted stock have voting rights and, subject to the terms of the award agreements, the time‑based restricted stock awards generally accrue declared dividends which are paid upon vesting. RSUs, which may be cash or share‑settled depending on the award, do not have voting rights, but, subject to the terms of the award agreements, generally accrue declared dividends which are paid upon vesting. Certain historical RSUs granted in 2016 under the Company’s 2015 Equity Incentive Plan have dividend equivalent rights and do not accrue cash dividends. Recipients of the Company’s outstanding performance‑based restricted stock awards and RSUs are paid dividends prior to vesting.

Stock-Based Compensation Expense

Total stock‑based compensation expense was as follows:


	Year Ended December 31,
	2020		2019		2018
IPO vested restricted stock and RSU expense	$	15,102	$	—	$	—
Bonus Plan expense (see Note 11)	6,524		—		—
Stock option expense	6,858		6,342		4,808
Restricted stock and RSU expense	4,248		1,749		3,074
Stock grants expense	319		—		—
Total pre-tax expense (1)	$	33,051	$	8,091	$	7,882

(1)As of December 31, 2020, $6,835 remained in Accruals and other current liabilities in the consolidated balance sheet.

Total stock‑based compensation expense is included in the consolidated statements of operations as follows:


	Year Ended December 31,
	2020		2019		2018
Cost of subscriptions and licenses	$	960	$	115	$	44
Cost of services	2,939		522		362
Research and development	12,105		3,107		2,971
Selling and marketing	6,692		2,210		2,337
General and administrative	10,355		2,137		2,168
Total pre-tax expense	$	33,051	$	8,091	$	7,882

Stock-based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures of equity awards as those forfeitures occur.

The fair value of the common stock during periods prior to the IPO was determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from independent third‑party valuations, the Company’s financial position, and historical financial performance.

Stock Options

The fair value of each stock option award was estimated on the date of grant using the Black‑Scholes option pricing model. The determination of the fair value of share‑based payment awards using an option pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables, which are estimated as follows:

Expected volatility. The expected stock price volatility for the Company’s common stock was estimated by using the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own common stock share price becomes available.

Expected dividend yield. The expected dividend yield is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the Company’s common stock price (as described above) on the grant date.

Risk‑free interest rate. The risk‑free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the stock options at the time of grant.

Expected term. The expected term represents the period that the Company’s stock‑based awards are expected to be outstanding. The expected term is based on the simplified method, which represents the average period from vesting to the expiration of the award.


	Year Ended December 31,
	2020	2019	2018
Expected volatility	31.04%	29.57%	26.32% – 27.18%
Expected dividend yield	1.11%	1.38%	1.18%
Risk-free interest rate	1.31%	2.48%	2.40%
Expected term (in years)	3.75	3.75	3.75
Weighted average grant date fair value of stock options issued	$2.49	$1.66	$1.46

The following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans and after giving effect to the $1.50 downward exercise price adjustment as a result of the Special Dividend:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Stock	Exercise Price		Contractual	Intrinsic
	Options	Per Share		Life (in years)	Value
Outstanding, December 31, 2019	18,691,667	$	4.47
Granted	10,000	9.34
Exercised	(5,486,191)	3.47
Canceled	(373,250)	5.33
Outstanding, December 31, 2020	12,842,226	$	4.87	2.06	$	457,650
Exercisable, December 31, 2020	6,327,541	$	4.42	1.47	$	228,378

For the years ended December 31, 2020, 2019, and 2018, the Company received cash proceeds of $9,128, $3,612, and $2,179, respectively, related to the exercise of stock options. The total intrinsic value of stock options exercised for the years ended December 31, 2020, 2019, and 2018 was $72,275, $22,914, and $18,291, respectively.

As of December 31, 2020, there was $6,897 of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of approximately 2.2 years.

Acquisition Options — In addition to stock options granted under the Company’s equity incentive plans, in connection with an acquisition completed in March 2018, the Company issued to certain selling shareholder entities options to acquire an aggregate of up to 900,000 shares of Class B Common Stock. The options have a five‑year term, are exercisable on the fourth anniversary of the closing of the acquisition, and have an initial exercise price of $6.805 per share. The options have a four‑year service condition, which was incorporated into the Company’s Call rights. The exercise price of the options is subject to a cap and collar adjustment mechanism that automatically reduces (but not to less than $0.01) or increases the exercise price based on the difference between the exercise price and the fair market value of the Company’s Class B Common Stock on the exercise date. The fair value of the awards was estimated on the date of grant using the Black‑Scholes option pricing model. The grant date fair value of each option was $3.44. Any shares of Class B Common Stock acquired upon exercise of the options were generally entitled to the Put and Call rights summarized above under “Stock Options,” and the options contain customary adjustment provisions in case of stock splits, stock dividends, or other corporate transactions. Upon the completion of the IPO, the Put and Call provisions, as well as the incorporated service condition, of the Company’s acquisition options terminated automatically and as such, the Company accelerated $1,548 of previously unrecognized stock‑based compensation associated with these options for the year ended December 31, 2020. The Company recorded a total of $2,012 of stock‑based compensation expense associated with these options for the year ended December 31, 2020. As of December 31, 2020, all options to acquire 900,000 shares remain outstanding. As of December 31, 2020, these options are non‑exercisable and have an aggregate intrinsic value of $7,992.

Stock Grants

The fair value of stock grants is determined by the product of the number of fully vested Class B Common Stock granted and the Company’s common stock price (as described above) on the grant date. The total expense related to stock grants is recognized on the grant date as the issued award is fully vested.

The Company granted 21,956 fully vested shares of Class B Common Stock with a fair value of $319 for the year ended December 31, 2020. The Company did not grant fully vested shares of Class B Common Stock during 2019 and 2018.

Restricted Stock and RSUs

The fair value of restricted stock and RSUs is determined by the product of the number of shares granted and the Company’s common stock price (as described above) on the grant date.

The following is a summary of unvested restricted stock and RSU activity and related information under the Company’s applicable equity incentive plans:


		Weighted Average
	Restricted	Grant Date
	Stock	Fair Value
	and RSUs	Per Share
Unvested, December 31, 2019	210,111	$	6.79
Granted	2,481,670	16.03
Vested	(1,148,656)	14.58
Canceled	(88,371)	10.06
Unvested, December 31, 2020	1,454,754	$	16.17


	Restricted
	Stock	Restricted
Grant Date	and RSUs	Stock	RSUs		Vesting Terms
Q1 2020	12,454	12,454	—		Time‑based
Q3 2020	185,324	175,004	10,320		Performance-based (1)
Q3 2020	1,197,760	698,540	499,220	(2)	Time-based
Q3 2020	994,912	962,674	32,238	(3)	Upon the Company’s completion of the IPO on September 25, 2020
Q4 2020	12,435	1,667	10,768		Performance-based (1)
Q4 2020	78,785	13,485	65,300		Time‑based
2020 total granted	2,481,670	1,863,824	617,846

(1)Performance‑based vesting is determined by the achievement of certain business growth targets, which include growth in annual recurring revenues, as well as actual bookings for perpetual licenses and non‑recurring services. Annual performance targets are seasonalized and targets are set for quarterly and annual performance periods ended on December 31, 2020.

(2)Includes 46,300 RSUs that will be settled in cash.

(3)32,238 RSUs will be settled in cash.

The weighted average grant date fair values of restricted stock and RSUs granted were $16.03, $7.24, and $6.81, for the years ended December 31, 2020, 2019, and 2018, respectively.

For the years ended December 31, 2020, 2019, and 2018, restricted stock and RSUs were issued net of 339,833, 54,418, and 81,173 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $7,951, $399, and $637, respectively.

As of December 31, 2020, there was $19,420 of unrecognized compensation cost related to unvested restricted stock and RSUs, excluding cash‑settled restricted stock and RSUs, which is expected to be recognized over a weighted average period of approximately 3.6 years.