XML 37 R22.htm IDEA: XBRL DOCUMENT v3.22.4
Stockholders Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders Equity Stockholders Equity
Common and Preferred Stock
The Amended and Restated Certificate of Incorporation filed in October 2021 authorized the issuance of a total of 2,000,000,000 shares of Class A common stock, $0.01 par value per share, 200,000,000 shares of Class B-1 common stock, $0.01 par value per share, 200,000,000 shares of Class B-2 common stock, $0.00001 par value per share, and 200,000,000 shares of preferred stock, $0.01 par value per share. There was no preferred stock issued and outstanding as of December 31, 2022 and December 31, 2021.
The rights of the holders of Class A common stock and Class B-1 common stock are identical in all respects, except that Class B-1 common stock will not vote on the election or removal of directors. The holders of Class B-2 common stock have no participating rights (voting or otherwise), except for the right to vote on the election or removal of directors and are entitled to a nominal annual dividend of CAD$15,000 in the aggregate.

Equity Incentive Plans
In September 2021, as a result of the restructuring transactions, the Company adopted the equity incentive plan (the "2015 Plan"). The 2015 Plan has 34,065,509 aggregate shares authorized with a plan termination date of 10 years since the last amendment and restatement, or until March 13, 2030. The 2015 Plan is administered by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements.
The Compensation Committee granted equity awards through the third quarter of 2021 under the 2015 Plan in the form of options to acquire shares of the Company. The options are not intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code. The term of the options granted under this plan is ten years with a vesting requirement of continued employment through the applicable vesting date, and in certain cases attainment of performance criteria (“Performance-based Options”).

In October 2021, the Company’s Compensation Committee adopted, and its stockholders approved the 2021 Equity Incentive Plan (the "2021 Plan"), which became effective in connection with the IPO. The 2021 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Code to our employees and any parent and subsidiary corporations' employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations' employees and consultants. A total of 46,770,130 shares of the Company’s Class A common stock have been reserved for issuance under the 2021 Plan.
Option Awards

Prior to 2022, the Company has issued options subject to service based vesting ("Service-based options") under the 2015 Plan. In addition, the Company has issued different types of Performance-based Options under the 2015 plan, for which vesting is subject to the achievement of one or more performance events, such as achievement of certain levels of Multiple on Invested Capital ("MOIC"), exit events, including a change in control or partial sale, or initial public offering, and market liquidity vesting criteria in connection with achieving a certain per share price in any one or more exit events (the "MOIC/Performance Options"). At the achievement of one or more exit events, the Company will recognize compensation expense in proportion to the requisite service period already completed. Upon the effectiveness of our IPO, an underlying performance-based vesting condition of the MOIC/Performance Options was deemed satisfied, and therefore, the Company recognized cumulative stock-based compensation expense of $15.7 million as of the date of IPO. The remaining expense will be recognized over the remaining estimated derived service period unless the market liquidity vesting criteria are achieved earlier.

The following table summarizes the option award activity for the years ended December 31, 2022 and 2021 (in thousands, except share price, fair value and term):

Number of Options
Weighted-Average Exercise Price
Weighted-Average Grant Date Fair Value
Weighted-Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value (in thousands)
Total
Service-based
Performance-based
Outstanding at December 31, 202023,710 16,463 7,247 $14.85 
 
7.84$83,364 
Granted
5,668 3,749 1,919 $22.20 $8.20 
 
 
Exercised
(1,276)(1,024)(252)$11.83 
 
 
$13,742 
Forfeited or expired
(2,218)(1,420)(798)$15.74 
 
 
 
Outstanding at December 31, 202125,884 17,768 8,116 $16.53 
 
7.36$529,265 
Exercised
(1,665)(1,329)(336)$12.19 
 
 
$12,718 
Forfeited or expired
(1,399)(935)(464)$17.01 
 
 
 
Outstanding at December 31, 202222,820 15,504 7,316 $16.83 
 
6.34$51,157 
The weighted-average fair value of each share used in the determination of the Company’s options as of and for the respective period ended December 31, 2021 was $21.42. The fair value of options vested during the years ended December 31, 2022 and 2021 was $32.3 million and $13.8 million, respectively. As of December 31, 2022, the number of options vested and exercisable was 14.6 million with a weighted average exercise price of $16.3 and aggregate intrinsic value of $34.1 million. The weighted average remaining contractual terms for options vested and exercisable as of December 31, 2022 and 2021 were 5.94 years and 6.34 years, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. As of December 31, 2022, there were a total of approximately 8.2 million unvested options with a weighted-average grant date fair value of $8.47 per share. As of December 31, 2021, there were a total of approximately 15.4 million unvested options with a weighted-average grant date fair value of $5.78 per share.

Restricted Stock Units ("RSUs") and Performance Stock Units ("PSUs")

Beginning in the fourth quarter of 2021, after the completion of the IPO, the Company issued RSUs to employees and directors under the 2021 Plan. RSUs vest upon the satisfaction of a service-based vesting condition only. The service-based condition for the majority of these awards is generally satisfied pro-rata over two to four years.
In the first quarter of 2022, the Company issued PSUs to employees under the 2021 Plan. PSUs will vest subject upon the satisfaction of both an achievement of one or more performance conditions and a service-based vesting condition.

The following table summarizes RSU and PSU activity and related information during the year ended December 31, 2022 under the 2021 Plan (in thousands, except share price):
Number of Shares
Weighted-Average Grant Date Fair Value
Unvested and outstanding as of December 31, 2020— $— 
Granted
7,635 33.02
Vested
— — 
Forfeited
(65)32.98
Unvested and outstanding as of December 31, 20217,570 $33.02 
Granted
12,795 18.89 
Vested
(1,998)31.43 
Forfeited
(1,021)30.02 
Unvested and outstanding as of December 31, 202217,346 $22.95 


Employee Stock Purchase Plan

In October 2021, the Company’s Compensation Committee approved the ESPP, which became effective in connection with the IPO. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. As of December 31, 2022, a total of 8,258,786 shares of the Company’s Class A common stock has been reserved for future issuance under the ESPP.

Under the ESPP, eligible employees are able to acquire shares of common stock by accumulating funds through payroll deductions. Offering periods are generally twelve months long and begin on March 1 and September 1 of each year. The purchase price for shares of our common stock purchased under the 2021 ESPP is 85% of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the first date of the offering period.

Share Repurchases
There were no repurchases during the year ended December 31, 2022.During the year ended December 31, 2021, the Company repurchased 0.4 million shares for $9.3 million. All repurchases were completed under the terms of the 2015 Plan.
Summary of Assumptions

Expected term - For options, the Company estimates the expected term based on an analysis of the facts and circumstances underlying the option agreement. For the ESPP, expected term represents the term from the first day of the offering period to the purchase dates within each offering period.

Expected volatility - As we do not have sufficient trading history of our common stock, we estimate the volatility of our common stock on the date of the grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies over a period equal to the expected term of the award.

Risk-free interest rate - Risk-free rate is estimated based upon the implied yield on the U.S. Treasury zero-coupon issued with maturities that are consistent with the option’s expected term.

Expected dividend yield - Based on Company’s continued assumption that there will not be any dividend payouts, the expected dividend yield is zero.

Fair value of underlying common stock - Prior to the Company's IPO, the fair value of the underlying share and the exercise price were based on the estimated per share fair value from the Company’s recurring valuation process. The Company discounted the fair value of the underlying share for lack of marketability of the shares before applying each model. After the completion of the IPO, the fair value of the Company's common stock is determined by the closing price of its common stock on the primary stock exchange on which our common stock is traded date of grant for options or on the first day of the offering period for the Company's ESPP.

There were no Service-based option awards granted during the year ended December 31, 2022. The fair values of the Service-based option awards granted during the years ended December 31, 2021 and 2020 were estimated using the following assumptions using the Black-Scholes pricing model:

20212020
Service-based Option Awards:
Expected term (in years)
3.42.9
Expected volatility
39.4 %36.4 %
Risk-free interest rate
0.4 %0.3 %
Expected dividend rate
— %— %
There were no Performance-based option awards granted during the year ended December 31, 2022. The following table summarizes the weighted-average assumptions used in estimating the fair value of our Performance-based options using the Monte Carlo pricing model:

20212020
Performance-based Option Awards:
Expected term (in years)
     1.9 - 2.7
3.4 - 3.9
Expected volatility
40.0% - 45.0%
45%
Risk-free interest rate
1.2% - 1.5%
0.6% - 0.7%
Expected dividend rate
—%
—%

The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the offering periods during the years ended December 31, 2022 and 2021 using the Black-Scholes pricing model:
Year ended
December 31,
20222021
ESPP:
Expected term (in years)
0.5 - 1.0
      0.3 - 0.9
Expected volatility
34.8% - 45.2%
27.6% - 32.6%
Risk-free interest rate
0.6% - 3.5%
0.1%
Expected dividend rate
—%
—%
Fair value of common stock
$20.05 - $21.55
$29.00


Stock Compensation
The stock-based compensation (excluding deferred compensation) for the periods indicated below are as follows (in thousands):

Year Ended December 31,
202220212020
Cost of revenues
$20,763 $5,528 $916 
Research and development
40,045 11,114 2,531 
Sales and marketing
39,175 12,889 3,035 
General and administrative
35,879 15,486 5,562 
Total stock-based compensation
$135,862 $45,017 $12,044 
As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested service-based options was $13.2 million and is expected to be recognized over the remaining weighted-average vesting period of 1.06 years.

As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested options with performance, market liquidity and service vesting conditions is $8.3 million and is expected to be
recognized over the estimated derived service period of 1.42 years, unless the market liquidity vesting criteria are achieved earlier.

As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested options with performance and service vesting conditions is $9.6 million and is expected to be recognized over the remaining service period of 2.25 years.

As of December 31, 2022, the total unrecognized stock-based compensation expense related to the RSUs and PSUs outstanding was $366.3 million and is expected to be recognized over the remaining weighted-average vesting period of 2.95 years.

As of December 31, 2022, the total unrecognized stock-based compensation expense related to the ESPP was $3.2 million and is expected to be recognized over the remaining offering periods.