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STOCK-BASED AWARD PLANS
3 Months Ended
Mar. 31, 2025
STOCK-BASED AWARD PLANS  
STOCK-BASED AWARD PLANS

10.    STOCK-BASED AWARD PLANS

The 2020 Incentive Award Plan (the “2020 Plan”) provides the ability to grant cash and equity-based incentive awards to eligible employees, directors and service providers in order to attract, retain and motivate those that make important contributions to the Company. The Company issued stock options, RSAs, RSUs, and PSUs under the 2020 Plan. As of March 31, 2025, 20,118 shares of Class A common stock were available for issuance under the 2020 Plan.

Options

The following table summarizes activity for options outstanding under the 2020 Plan for the three months ended March 31, 2025:

Weighted

Weighted

Average

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic

2020 Plan Option Activity

Units

Price

Life (Years)

Value

(unaudited)

Outstanding at January 1, 2025

2,970

$

6.93

4.4

$

137,857

Exercised

(387)

4.04

2020 Plan options outstanding at March 31, 2025

2,583

$

7.36

4.4

$

71,401

2020 Plan options exercisable at March 31, 2025

 

2,513

$

7.05

 

4.3

$

70,260

The details of options outstanding, vested, and exercisable under the 2020 Plan as of March 31, 2025 are as follows:

Options Outstanding

Options Vested and Exercisable

    

    

Weighted

    

    

Weighted

Average

Average

Exercise Prices

Units

Life (Years)

Units

Life (Years)

(unaudited)

$0.15 to $0.71

 

310

*

310

*

$2.50

 

444

1.6

444

1.6

$3.17

 

113

2.9

113

2.9

$3.73

737

4.6

737

4.6

$4.70

466

4.9

466

4.9

$18.47

190

6.7

136

6.7

$18.96

60

6.4

60

6.4

$19.00

 

46

6.5

30

6.5

$32.16

 

217

5.9

217

5.9

2,583

 

2,513

*These options have indefinite contractual lives.

 

The Board of Directors (the “Board”) intends all options granted to be exercisable at a price per share not less than the per share fair market value of the Company’s Class A common stock underlying the options on the date of grant. Compensation expense for option awards are measured based on the grant date fair value of the awards and recognized in the condensed consolidated statements of comprehensive income (loss) over the period during which the participant is required to perform the requisite services. The vesting period is generally one to four years. The grant date fair value of options is estimated using the Black-Scholes model.

There were no options issued under the 2020 Plan during the three months ended March 31, 2025 or 2024.

At March 31, 2025, $284 of unrecognized compensation expense associated with options is expected to be recognized over a weighted average period of approximately 0.7 years.

Restricted Stock Units

The following table summarizes RSU activity for the three months ended March 31, 2025:

    

    

    

Weighted

Average

Grant Date Fair

Units

Value Per Share

Outstanding at January 1, 2025

4,534

$

19.96

Granted

1,119

45.43

Vested

(1,408)

18.68

Forfeited

(13)

32.26

Outstanding at March 31, 2025

4,232

$

27.08

Stock-based compensation cost for RSUs is measured based on the fair value of the Company’s underlying common stock on the date of grant and is recognized on a straight-line basis in the condensed consolidated statements of comprehensive income (loss) over the period during which the participant is required to perform services in exchange for the award, which is generally one to four years. Vested RSUs are settled by issuing Class A shares or the equivalent value in cash at the Board’s discretion. At March 31, 2025, $87,607 of unrecognized compensation expense for RSUs is expected to be recognized over a weighted average period of approximately 2.8 years.

Restricted Stock Awards

The following table summarizes RSA activity for the three months ended March 31, 2025:

    

Weighted

Average

Grant Date Fair

Units

Value Per Share

Outstanding at January 1, 2025

34

$

35.06

Outstanding at March 31, 2025

 

34

$

35.06

Stock-based compensation cost for RSAs is measured based on the fair value of the Company’s underlying common stock on the date of grant and is recognized on a straight-line basis in the condensed consolidated statements of comprehensive income (loss) over the period during which the participant is required to perform services in exchange for the award, which is generally one to four years. At March 31, 2025, $235 of unrecognized compensation expense for RSAs is expected to be recognized over a weighted average period of approximately 0.3 years.

Performance Stock Units

In connection with the 2024 ecosio acquisition, current and newly hired employees of ecosio have or may receive RSUs that vest upon continuing service and performance conditions (“Performance Stock Units” or “PSUs”). These performance conditions are based upon ecosio’s monthly software revenues meeting specified annual targets over a three-year period. The annual targets are based on a range of performance targets in which grantees may earn a prorated portion of the base number of awards granted up to 100%.

The stock-compensation expense associated with the awards will be accounted for as compensation expense over the vesting periods based on the Company’s assessment of the probability of achieving the targets. If the required conditions are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. As of March 31, 2025, the Company determined that it is probable that the performance target for the first annual measurement period would be achieved and has recorded $830 in stock-based compensation expense for the three months ended March 31, 2025. No compensation expense has been recorded in connection with the second or third annual targets as the Company has not yet deemed it probable that the performance targets will be achieved.

Average

Grant Date Fair

Units

Value Per Share

Outstanding at January 1, 2025

192

$

53.46

Forfeited

(2)

53.46

Outstanding at March 31, 2025

190

$

53.46

At March 31, 2025, a maximum of $9,032 of unrecognized compensation expense for PSUs, pending achievement of targets, may be recognized over a weighted average period of approximately 2.7 years.

Employee Stock Purchase Plan

The ESPP provides eligible employees with rights during each six-month ESPP offering period to purchase shares of the Company’s Class A common stock through payroll deductions of up to a specified percentage of their eligible compensation. The purchase price of the shares, in the absence of a contrary designation, is 85% of the lower of the fair value of the Class A common stock on the first or last day of the ESPP offering period. Amounts withheld from participants are included in accrued salaries and benefits in the condensed consolidated balance sheets until such shares are purchased. Amounts withheld from participants for the offering period ending May 31, 2025 aggregated $1,457 as of March 31, 2025. As of March 31, 2025, 6,335 shares of Class A common stock were available for issuance under the ESPP.

As of March 31, 2025, there was approximately $171 of unrecognized ESPP stock-based compensation expense expected to be recognized on a straight-line basis over the remaining term of the six-month offering period ending May 31, 2025.

At March 31, 2025 and 2024, there were two ESPP offering periods open that end May 31, 2025 and 2024, respectively. The fair value of ESPP purchase rights for the offering periods is comprised of the value of the 15% ESPP discount and the value associated with the call or put over the respective ESPP offering period. ESPP offering periods

reported in the March 31, 2025 and 2024 financial statements include the periods noted below in the table. The value of the call or put was estimated using the Black-Scholes model with the following assumptions:

Offering Period Ending

5/31/2025

5/31/2024

Fair market value of common stock

$

54.64

$

27.82

Volatility

 

26.4

%

 

36.6

%

Expected term (years)

 

0.5

 

0.5

Expected dividend yield

 

-

%

 

-

%

Risk-free interest rate

 

4.4

%

 

5.3

%

Volatility is representative of expected stock price volatility over the offering period. The Company’s volatility is applied to current and future offering periods. The expected term represents the term of the ESPP offering period, which is six months. The Company does not expect to pay dividends. The risk-free interest rate was based on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected term of the award at the date nearest to the offering term.

Stock-Based Compensation

The Company recognized total stock-based compensation expense related to incentive awards, net of forfeitures, as follows:

For the three months ended March 31, 

2025

    

2024

(unaudited)

Stock-based compensation expense:

Stock options

$

311

$

2,606

RSUs

 

19,353

 

13,003

RSAs

298

490

PSUs

830

ESPP

 

252

 

225

Total stock-based compensation expense

$

21,044

$

16,324

The Company recognized stock-based compensation expense in the condensed consolidated statements of comprehensive income (loss) as follows:

For the three months ended March 31, 

2025

    

2024

(unaudited)

Stock-based compensation expense:

Cost of revenues, software subscriptions

$

2,227

$

1,590

Cost of revenues, services

 

1,696

 

1,006

Research and development

 

4,352

 

3,373

Selling and marketing

 

5,806

 

4,222

General and administrative

 

6,963

 

6,133

Total stock-based compensation expense

$

21,044

$

16,324