XML 34 R21.htm IDEA: XBRL DOCUMENT
v3.24.1

Employee Benefits and Stock-based Compensation | 12 Months Ended
--- | ---
Jan. 31, 2024
Postemployment Benefits [Abstract] |
Employee Benefits and Stock-based Compensation | 12. Employee Benefits and Stock-based Compensation 401(k) Plan The Company maintains a defined contribution 401(k) plan (the 401(k) Plan) for all of its eligible U.S. employees. Under the 401(k) Plan, eligible employees may contribute up to the Internal Revenue Service annual contribution limitation. The Company is responsible for administrative costs of the Plan. The Company’s contribution expense for the fiscal years ended January 31, 2024, 2023, and 2022 was approximately $0.8 million, $0.8 million and $0.6 million, respectively. Stock Option Plans 2012 Equity Incentive Plan. The 2012 Equity Incentive Plan, or 2012 EIP, permits the grant of ISOs, within the meaning of Section 422 of the Code, to employees of the Company and any of the Company’s subsidiary corporations, and the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, deferred stock units and dividend equivalents to employees, directors and consultants of the Company and any of the Company’s subsidiary corporations’ employees and consultants. 2021 Equity Incentive Plan. In June 2021, the Company’s shareholders approved the 2021 Equity Incentive Plan, or 2021 EIP. The 2021 EIP permits the grant of ISOs, within the meaning of Section 422 of the Code, to employees of the Company and any of the Company’s subsidiary or parent corporations, and the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors and consultants of the Company and any of the Company’s subsidiary or parent corporations’ employees and consultants. Upon adoption of the 2021 EIP, the total number of ordinary shares of the Company reserved for issuance under the 2021 Plan was equal to, subject to adjustments upon changes in capitalization as provided under the 2021 EIP, 1,350,000 ordinary shares, plus (i) any ordinary shares subject to outstanding awards granted under the 2012 EIP, that, after the date the 2012 EIP is terminated, are cancelled, expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company due to failure to vest, and (ii) any ordinary shares that, as of immediately prior to the termination of the 2012 EIP, were available for grant under the 2012 EIP, up to a maximum of 6,834,208 ordinary shares pursuant to clauses (i) and (ii). In the first quarter of fiscal year 2022, the Company added 1,599,634 shares to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the 2012 EIP. Upon the approval of the 2021 EIP, the 2012 EIP was terminated. No additional awards will be granted under the 2012 EIP and any shares that were reserved but not issued under the 2012 EIP became available for future grant or sale under the 2021 EIP. However, all outstanding stock options and other awards previously granted under the 2012 EIP will remain subject to the terms of the 2012 EIP. Oculii Corp. 2017 Stock Option Plan. In November 2021, the Company assumed the Oculii Corp. 2017 Stock Option Plan, or 2017 Plan, as part of the acquisition of Oculii. No additional awards will be granted under the 2017 Plan. However, all outstanding stock options previously granted under the 2017 Plan will remain subject to the terms of the 2017 Plan and any outstanding stock options that are cancelled or forfeited due to failure to vest will immediately expire from the 2017 Plan. The exercise price of ISOs granted to a holder of more than 10% of the voting power of all classes of the Company’s shares shall be no less than 110% of fair market value on the grant date. The exercise price of ISOs granted to other employees and NSOs shall be no less than 100% of fair market value on the grant date. Options granted under the Plan have a term of up to 10 years from grant date. Options granted to new employees generally vest 25% on the first anniversary service date of the grant and the remainder vest ratably over the following 36 months. Restricted stock and restricted stock units granted to new employees generally vest as to 1/4th of the shares on the first anniversary service date of the grant and 1/16th of the shares vest every 3 months thereafter, so as to be 100% vested on the fourth anniversary of the vesting commencement date. Vesting schedules for other service condition, market condition or performance condition awards vary and are subject to approval by the Board of Directors; provided that the performance condition associated awards shall not vest at all until the performance conditions are achieved and are subject to the award’s holders continuing to provide services to the Company through such vesting dates. The performance condition awards are automatically forfeited in their entirety, without any cost to or action by the Company, if there has been no achievement of the performance. The holders of restricted stock have voting power and other rights with respect to such shares, provided, however, that such shares are held in escrow and subject to forfeiture until the shares vested. Amended and Restated 2012 Employee Stock Purchase Plan. The Amended and Restated 2012 Employee Stock Purchase Plan, or ESPP, permits eligible participants to purchase ordinary shares at a discount through contributions up to 15% of their eligible compensation, subject to any IRS limitations. The ESPP provides each offering and purchasing period of six months in duration. The purchase price is 85% of the lower of the closing price of the Company’s ordinary shares on the first trading day of each offering period or on the purchase date. In the first quarter of fiscal year 2024 and 2023, the Company added 488,037 and 466,285 shares, respectively, to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on February 1st of each fiscal year, the number of ordinary shares reserved for issuance under the ESPP is automatically increased by a number equal to the lesser of (i) 1,500,000 ordinary shares, (ii) one and one quarter percent (1.25%) of the aggregate number of ordinary shares outstanding on such date, or (iii) an amount determined by the Company’s Board of Directors or a duly authorized committee of the Board of Directors. Stock-based Compensation The following table presents the classification of stock-based compensation for the periods indicated:
|  | Year Ended January 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
|  | (in thousands) |
Stock-based compensation: |  |  |  |  |  |  |  |  |
Cost of revenue |  | $ | 3,341 |  |  | $ | 3,597 |  |  | $ | 1,489 |
Research and development |  |  | 72,759 |  |  |  | 71,236 |  |  |  | 54,787 |
Selling, general and administrative |  |  | 35,216 |  |  |  | 36,325 |  |  |  | 31,525 |
Total stock-based compensation |  | $ | 111,316 |  |  | $ | 111,158 |  |  | $ | 87,801 |
As of January 31, 2024 and 2023, approximately $3.6 million and $4.6 million of stock-based compensation expense, respectively, was accrued in accrued and other current liabilities in the consolidated balance sheets. Total unrecognized compensation cost related to unvested stock options at January 31, 2024 was $6.7 million and is expected to be recognized over a weighted-average period of 1.25 years. Total unrecognized compensation cost related to unvested restricted stock units at January 31, 2024 was $165.5 million and is expected to be recognized over a weighted-average period of 2.43 years. In fiscal year 2024, the Company entered into a separation agreement and release with an executive associated with the retirement for his continued service through the separation date. The separation agreement provided for acceleration of vesting of 24,559 shares of restricted stock units and a one-time compensation of $693,000 which is expected to be settled through the issuance of restricted stock units with equivalent value. In accordance with the applicable accounting guidance, the one-time compensation was also recorded as stock-based compensation. As a result, there was approximately $1.6 million of additional stock-based compensation expense, net, recognized associated with the separation in the fiscal year ended January 31, 2024. In fiscal year 2023, the Company’s Compensation Committee of the Board of Directors approved the acceleration of vesting of 35,703 shares of unvested equity awards associated with the departure of an executive. As a result, there was approximately $1.7 million of additional stock-based compensation expense, net, recognized in the fiscal year ended January 31, 2023. The following table sets forth the weighted-average assumptions used to estimate the fair value of stock options and employee stock purchase plan awards for the periods indicated:
|  | Year Ended January 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Stock Options: |  |  |  |  |  |  |  |  |
Volatility |  |  | — |  |  |  | — |  |  |  | 51 | %
Risk-free interest rate |  |  | — |  |  |  | — |  |  |  | 1.04 | %
Expected term (years) |  |  | — |  |  |  | — |  |  |  | 5.06 |
Dividend yield |  |  | — |  |  |  | — |  |  |  | 0 | %
Employee stock purchase plan awards: |  |  |  |  |  |  |  |  |
Volatility |  |  | 56 | % |  |  | 81 | % |  |  | 57 | %
Risk-free interest rate |  |  | 5.11 | % |  |  | 2.32 | % |  |  | 0.06 | %
Expected term (years) |  |  | 0.5 |  |  |  | 0.5 |  |  |  | 0.5 |
Dividend yield |  |  | 0 | % |  |  | 0 | % |  |  | 0 | %
The following table summarizes stock option activities for the periods indicated:
|  | Option Outstanding |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Weighted- |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  | Total Intrinsic |  |  | Average |  |  |
|  |  |  |  |  |  |  | Weighted- |  |  | Weighted- |  |  | Value of |  |  | Remaining |  | Aggregate |
|  |  |  |  | Weighted- |  |  | Average |  |  | Average |  |  | options |  |  | Contractual |  | Intrinsic |
|  |  |  |  | Average |  |  | Grant-date |  |  | Acquisition-date |  |  | Exercised |  |  | Term |  | Value |
|  | Shares |  |  | Exercise Price |  |  | Fair Value |  |  | Fair Value |  |  | (in thousands) |  |  | (in years) |  | (in thousands) |
Outstanding at January 31, 2021 |  |  | 719,143 |  |  | $ | 38.33 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | 14,700 |  |  |  | 110.19 |  |  | $ | 50.28 |  |  |  |  |  |  |  |  |  |  |  |
Assumed |  |  | 163,581 |  |  |  | 23.10 |  |  |  |  |  | $ | 173.04 |  |  |  |  |  |  |  |  |
Exercised |  |  | (269,287 | ) |  |  | 28.23 |  |  |  |  |  |  |  |  | $ | 25,622 |  |  |  |  |  |
Forfeited |  |  | (7,669 | ) |  |  | 68.95 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expired |  |  | (1,146 | ) |  |  | 9.86 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding at January 31, 2022 |  |  | 619,322 |  |  |  | 40.08 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exercised |  |  | (121,624 | ) |  |  | 30.34 |  |  |  |  |  |  |  |  | $ | 6,712 |  |  |  |  |  |
Forfeited |  |  | (10,618 | ) |  |  | 55.97 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expired |  |  | (2,289 | ) |  |  | 39.19 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding at January 31, 2023 |  |  | 484,791 |  |  |  | 42.18 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exercised |  |  | (104,931 | ) |  |  | 26.06 |  |  |  |  |  |  |  |  | $ | 4,479 |  |  |  |  |  |
Forfeited |  |  | (926 | ) |  |  | 42.59 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expired |  |  | (5,616 | ) |  |  | 63.39 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding at January 31, 2024 |  |  | 373,318 |  |  |  | 46.39 |  |  |  |  |  |  |  |  |  |  |  | 3.43 |  | $ | 16,454 |
Exercisable at January 31, 2024 |  |  | 326,464 |  |  | $ | 47.75 |  |  |  |  |  |  |  |  |  |  |  | 2.95 |  | $ | 13,920 |
The intrinsic value of options outstanding and exercisable is calculated based on the difference between the fair market value of the Company’s ordinary shares on the reporting date and the exercise price. The closing price of the Company’s stock was $52.56 on January 31, 2024, as reported by The NASDAQ Global Select Market. The intrinsic value of exercised options is calculated based on the difference between the fair market value of the Company’s stock on the exercise date and the exercise price. The following table summarizes restricted stock unit activities for the periods indicated:
|  |  |  |  | Weighted- |
|  |  |  |  | Average |
|  |  |  |  | Grant-Date |
|  | Shares |  |  | Fair Value |
Unvested at January 31, 2021 |  |  | 2,871,801 |  |  | $ | 51.73 |
Granted |  |  | 1,213,257 |  |  |  | 128.80 |
Vested |  |  | (1,367,309 | ) |  |  | 53.85 |
Forfeited |  |  | (66,614 | ) |  |  | 71.59 |
Unvested at January 31, 2022 |  |  | 2,651,135 |  |  |  | 85.41 |
Granted |  |  | 1,549,174 |  |  |  | 74.45 |
Vested |  |  | (1,513,972 | ) |  |  | 71.32 |
Forfeited |  |  | (112,978 | ) |  |  | 99.46 |
Unvested at January 31, 2023 |  |  | 2,573,359 |  |  |  | 86.81 |
Granted |  |  | 1,305,401 |  |  |  | 70.32 |
Vested |  |  | (1,220,608 | ) |  |  | 78.62 |
Forfeited |  |  | (225,512 | ) |  |  | 81.79 |
Unvested at January 31, 2024 |  |  | 2,432,640 |  |  | $ | 82.54 |
Total fair value of restricted stock units vested as of the respective vesting dates for the fiscal years ended January 31, 2024, 2023 and 2022 was approximately $88.0 million, $122.0 million, and $192.5 million, respectively. As of January 31, 2024, the aggregate intrinsic value of unvested restricted stock units was $127.9 million.

X
- Definition The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 710 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//710/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 712 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//712/tableOfContent Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 715 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//715/tableOfContent Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
Name: | us-gaap_CompensationAndEmployeeBenefitPlansTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_PostemploymentBenefitsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration