STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

2011 Plan

Under the 2011 Equity Incentive Plan (the “2011 Plan”), the Company could initially issue up to 2,643,171 shares of its common stock pursuant to stock options, stock appreciation rights (“SARS”), restricted stock awards (“RSA”), RSUs, PSUs, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, and to non-employee directors and consultants. Options granted under the 2011 Plan before August 1, 2012 generally expire 10 years after the grant date and options granted thereafter generally expire seven years after the grant date. Equity awards granted under the 2011 Plan generally vest over a four year period from the date of grant based on continued employment. As of May 19, 2021, no further stock options or other stock awards may be granted under the 2011 Plan.

2021 Plan

On May 19, 2021, at the 2021 annual meeting of stockholders of the Company, the stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), as the successor to the 2011 Plan. The 2021 Plan provides for the grant of incentive stock options, SARS, RSAs, RSUs, PSUs other stock awards. Eligible participants under the 2021 Plan include Company’s employees, directors and consultants. The 2021 Plan provides, among other things, that the number of shares of the Company’s common stock, $0.00001 par value per share, reserved for issuance under the 2021 Plan (subject to adjustment for certain changes in the Company’s capitalization) is equal to: (A) the sum of (i) 9,100,456 newly reserved shares of the Company’s common stock and (ii) 5,256,517 Returning Shares (as defined below) as such shares become available from time to time as set forth in the 2021 Plan. “Returning Shares” means shares subject to any outstanding award granted under the 2011 Plan (“Prior Plan Award”) that are (i) not issued because such Prior Plan Award or any portion thereof expires or otherwise terminates without all of the shares covered by such Prior Plan Award having been issued, or is settled in cash; (ii) forfeited back to or repurchased by the Company because of a failure to vest; or (iii) reacquired or withheld (or not issued) by the Company to satisfy the purchase price of, or a tax withholding obligation in connection with, a Prior Plan Award that is a Full Value Award (as defined in the 2021 Plan). As a result of the approval of the 2021 Plan, no additional awards may be granted from the 2011 Plan. As of December 31, 2023, 6,059,212 shares remained available for issuance pursuant to future grants under the 2021 Plan.

2011 Employee Stock Purchase Plan

The 2011 Employee Stock Purchase Plan (“ESPP”) became effective immediately upon the execution and delivery of the underwriting agreement for the Company’s initial public offering on March 29, 2012. The ESPP authorized the issuance of 669,603 shares of the Company’s common stock pursuant to purchase rights granted to employees. The number of shares of common stock reserved for issuance will automatically increase, on each January 1, by a lesser of (i) 700,000 shares of the Company’s common stock or (ii) 1.0% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, as determined by the Company’s board of directors. In 2022, the Company’s board of directors voted to decline the automatic increase of 700,000 shares that were to be added on January 1, 2023 for issuance under the 2011 ESPP plan. As of December 31, 2023, 1,533,742 shares remained available for future issuance under the ESPP. On January 1, 2024, the shares available for issuance under the ESPP automatically increased by 700,000 shares.

The ESPP is implemented by concurrent offering periods and each offering period may contain up to four interim purchase periods. In general, offering periods consist of the 24-month periods commencing on each May 15 and November 15 of a calendar year.

Generally, all full-time employees in Australia, Brazil, Canada, China, France, Germany, India, Mexico, New Zealand, the Netherlands, and the United States, including executive officers, are eligible to participate in the ESPP. The ESPP permits eligible employees to purchase the Company’s common stock through payroll deductions, which may not exceed 15% of the employee’s total compensation subject to certain limits. Stock may be purchased under the plan at a price equal to 85% of the fair market value of the Company’s common stock on either the date of purchase or the first day of an offering period, whichever is lower. A two‑year look-back feature in the Company’s ESPP causes an offering period to reset if the fair value of the Company’s common stock on a purchase date is less than that on the initial offering date for that offering period. The reset feature, when triggered, will be accounted for as a modification to the original offering, resulting in additional expense to be recognized over the 24-month period of the new offering. During any calendar year, participants may not purchase shares of the Company’s common stock having a value greater than $25,000, based on the fair market value per share of the Company’s common stock at the beginning of an offering period.

Valuation of Equity Awards

Stock Options

The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

•Expected term - The expected term of the option awards represents the period of time between the grant date of the option awards and the date the option awards are either exercised, converted or canceled, including an estimate for those option awards still outstanding. The Company used the simplified method, as permitted by the SEC for companies with a limited history of stock option exercise activity, to determine the expected term for its option grants.

•Expected volatility - The expected volatility was calculated based on the Company’s historical stock prices, supplemented as necessary with historical volatility of the common stock of several peer companies with characteristics similar to those of the Company.

•Risk-free interest rate - The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant and with a maturity that approximated the Company’s expected term.

•Dividend yield - The dividend yield was based on the Company’s dividend history and the anticipated dividend payout over its expected term.

No stock options were granted during the years ended December 31, 2023, 2022, and 2021.

Restricted Stock Units

The fair value of the Company’s RSU awards granted is based upon the closing price of the Company’s stock price on the date of grant.

Performance Stock Units

The fair value of the Company’s non-market PSU awards granted was based upon the closing price of the Company’s stock price on the date of grant. The fair value of awards of the Company’s PSU awards containing market conditions was determined using a Monte Carlo simulation model based upon the terms of the conditions, the expected volatility of the underlying security, and other relevant factors.

Stock-based Compensation Expense

Stock-based compensation expense for all stock-based awards, which includes shares purchased under the ESPP, RSUs and PSUs, expected to vest is measured at fair value on the date of grant and recognized ratably over the requisite service period.

In addition, as part of certain business acquisitions, the Company was obligated to issue shares of common stock of the Company as payment subject to achievement of certain targets. For such payments, the Company records stock-based compensation classified as post-combination expense recognized ratably over the measurement period presuming the targets will be met.

The following table summarizes the components of total stock-based compensation expense included in the consolidated statements of operations for the periods presented:


	Years Ended December 31,
		2023		2022		2021

		(In thousands)
Cost of revenues		$	13,357	$	13,097	$	7,366
Research and development		88,367		69,082		33,927
Sales and marketing		65,703		78,819		37,434
General and administrative		45,430		55,804		35,559

Total		$	212,857	$	216,802	$	114,286
Income tax benefit included in the provision for income taxes		$	20,558	$	45,066	$	97,129

The following table summarizes the various types of stock-based compensation expense for the periods presented:


	Years Ended December 31,
		2023		2022		2021

		(In thousands)
Stock options, RSUs and PSUs		$	204,238	$	200,295	$	110,142
Employee stock purchase plan		7,450		5,475		4,144
Post combination expense		1,169		11,032		—
Total		$	212,857	$	216,802	$	114,286

As of December 31, 2023, there was approximately $384.3 million of total unrecognized stock-based compensation expense related to unvested equity awards, which are expected to be recognized over a weighted-average period of 2.6 years.

Equity Awards Activity

Stock Options

The following table summarizes stock option activity:


	Number of Shares Outstanding	Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (1)
	(In thousands)			(Years)	(In thousands)
Outstanding at December 31, 2020	2,532	$	1.96

Exercised	(267)	2.44			$	42,091
Canceled	(1)	0.83
Outstanding at December 31, 2021	2,264	$	1.90

Exercised	(799)	2.02			$	197,334
Canceled	(1)	8.82
Outstanding at December 31, 2022	1,464	$	1.83

Exercised	(772)	1.68			$	100,390
Canceled	—	—
Outstanding at December 31, 2023	692	$	2.01	0.7	$	90,047
Vested and expected to vest at December 31, 2023	692	$	2.01	0.7	$	90,047
Exercisable at December 31, 2023	692	$	2.01	0.7	$	90,047

(1) The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise. The intrinsic value of options outstanding, vested and expected to vest, and exercisable as of December 31, 2023 is based on the closing price of the last trading day during the period ended December 31, 2023. The Company’s stock fair value used in this computation was $132.14 per share.

The following table summarizes information about stock options outstanding at December 31, 2023:


	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number of Shares	Weighted- Average Remaining Life	Weighted- Average Exercise Price		Number of Shares	Weighted- Average Exercise Price
	(In thousands)	(Years)			(In thousands)
$0.70 —– $0.84	79	0.5	$	0.76	79	$	0.76
$1.29 —– $1.29	558	0.7	1.29		558	1.29
$1.31 —– $5.53	40	1.2	3.75		40	3.75
$14.58 —– $14.58	10	2.3	14.58		10	14.58
$64.17 —– $64.17	5	3.3	64.17		5	64.17
Total	692	0.7	$	2.01	692	$	2.01

Restricted Stock Units

The following table summarizes RSU activity:


	Number of Shares Outstanding	Weighted- Average Fair Value per Share at Grant Date		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (1)
	(In thousands)			(Years)	(In thousands)
Outstanding at December 31, 2020	3,588	$	27.61
Granted	1,301	179.88
Vested	(1,979)	20.47			$	364,665
Canceled	(124)	88.50
Outstanding at December 31, 2021	2,786	$	100.73
Granted	1,159	228.88
Vested	(1,500)	72.87			$	321,274
Canceled	(192)	150.02
Outstanding at December 31, 2022	2,253	$	181.01
Granted	1,409	154.63
Vested	(1,061)	152.47			$	185,078
Canceled	(269)	184.66
Outstanding at December 31, 2023	2,332	$	177.64	1.4	$	308,135
Expected to vest at December 31, 2023	2,331	$	177.64	1.4	$	308,126

(1) The intrinsic value of RSUs vested is based upon the value of the Company’s stock when vested. The intrinsic value of RSUs outstanding and expected to vest as of December 31, 2023 is based on the closing price of the last trading day during the period ended December 31, 2023. The Company’s stock fair value used in this computation was $132.14 per share.

Performance Stock Units

The following summarizes PSU activity:


	Number of Shares Outstanding	Weighted- Average Fair Value per Share at Grant Date		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (1)
	(In thousands)			(Years)	(In thousands)
Outstanding at December 31, 2020	494	$	51.10
Granted	715	131.60
Vested	(494)	59.19			$	91,803
Canceled	(270)	52.75
Outstanding at December 31, 2021	445	$	169.82
Granted	413	195.29
Vested	(303)	168.88			$	51,393
Canceled	(179)	171.32
Outstanding at December 31, 2022	376	$	197.82
Granted	422	233.90
Vested	(380)	196.24			$	80,113
Canceled	(22)	229.11
Outstanding at December 31, 2023	396	$	235.99	1.2	$	52,322
Expected to vest at December 31, 2023	396	$	235.99	1.2	$	52,322

(1) The intrinsic value of PSUs vested is based upon the value of the Company’s stock when vested. The intrinsic value of PSUs outstanding and expected to vest as of December 31, 2023 is based on the closing price of the last trading day during the period ended December 31, 2023. The Company’s stock fair value used in this computation was $132.14 per share.

Employee Stock Purchase Plan

A summary of ESPP activity for the years presented is as follows: (in thousands, except per share data):


	Years Ended December 31,
	2023		2022		2021
Proceeds from common stock issued under ESPP	$	12,897	$	9,570	$	6,832
Shares of common stock issued	133		90		235
Weighted-average price per share	$	97.05	$	106.32	$	29.12