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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Amended 2016 Equity Incentive Plan In 2016, the Company adopted the 2016 Equity Incentive Plan (as amended, the “2016 Plan”). The 2016 Plan provided for the issuance of restricted stock awards (“RSAs”), RSUs, stock appreciation rights (“SARs”), incentive stock options, non-qualified stock options and other stock-based awards to employees and consultants of the Company and its affiliates and members of the Board of Directors of the Company (the “Board”). Prior to its termination, the number of shares of Class A common stock authorized for issuance under the 2016 Plan was 51,716,934. Only incentive stock options, non-qualified stock options and RSUs were granted under the 2016 Plan. On May 18, 2021, the Board approved the termination of the 2016 Plan. Any remaining shares of common stock available for issuance under the 2016 Plan as of such date were added to the shares of our Class A common stock reserved for issuance under the Company’s 2021 Equity Incentive Award Plan (the “2021 Plan”). Additionally, any shares of common stock subject to awards granted under the 2016 Plan that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised, or forfeited following the effective date of the 2021 Plan will become available for issuance under the 2021 Plan. 2021 Equity Incentive Award Plan and 2021 Employee Stock Purchase Plan On May 18, 2021, the Board adopted and the stockholders of the Company approved the 2021 Plan and the 2021 Employee Stock Purchase Plan (the “ESPP”). The number of shares reserved for issuance under the 2021 Plan increases automatically on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) a number of shares of Class A common stock such that the aggregate number of Shares available for grant under the 2021 Plan immediately following such increase shall equal 5% of the aggregate number of shares of Class A common stock and Class B common stock outstanding on the final day of the immediately preceding calendar year, and (B) such lesser number of shares of Class A common stock as determined by our Board. The 2021 Plan authorizes the granting of RSAs, RSUs, SARs, incentive stock options, non-qualified stock options, dividend equivalents, and other stock or cash awards to employees and consultants of the Company and its subsidiaries and members of the Board. The number of shares of the Company’s Class A common stock that will be available for issuance and sale to eligible employees under the ESPP increases automatically on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 1% of the shares of Class A common stock and Class B common stock outstanding as of the last day of the immediately preceding fiscal year and (B) such lesser number of shares of Class A common stock as determined by our Board. The ESPP permits eligible employees to purchase shares of the Company’s Class A common stock at a purchase price per share equal to 85% of the lesser of (i) the fair market value of the Company’s Class A common stock on the first trading day of an applicable offering period or (ii) the last trading day of a purchase period in an applicable offering period. All options and SARs granted under the 2021 Plan will generally expire ten years from the date of grant if not exercised. In the event of a termination of employment, any unvested portion of an option will generally be forfeited immediately. Any vested options may generally be exercised within three months, except for (i) instances of termination due to death or disability whereby any vested options may be exercised within one year and (ii) instances of termination “with cause” whereby any vested options are forfeited immediately. Shares that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised, or forfeited will become available for future awards under the 2021 Plan. In addition, shares of Class A common stock that are tendered to the Company by a participant to satisfy the applicable exercise or purchase price of an award and/or to satisfy any applicable tax withholding obligation with respect to an award will be added to the number of shares of Class A common stock available for future awards. Additionally, any shares of Class A common stock subject to awards granted under the 2016 Plan that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised, or forfeited following the effective date of the 2021 Plan will become available for issuance under the 2021 Plan. The 2021 Plan is administered by the Board with respect to awards to non-employee directors and by the Compensation Committee of the Board with respect to other participants. As of December 31, 2023, the number of shares available for issuance under the 2021 Plan and ESPP were 3,863,941 and 3,172,104, respectively. Stock Option Valuation The assumptions that the Company used to determine the grant date fair value of stock options granted were as follows, presented on a weighted-average basis:
| December 31,
| 2023 |  | 2022 |  | 2021
Risk free interest rate | 3.63 | % |  | 2.94 | % |  | 1.15 | %
Expected volatility | 40 | % |  | 38 | % |  | 48 | %
Expected dividend yield | 0 | % |  | 0 | % |  | 0 | %
Expected term (in years) | 6.25 |  | 5.91 |  | 6.25
A summary of stock option activity under the 2016 Plan and 2021 Plan, is as follows:
| Stock Options Outstanding |  |
| Number of Shares |  | Weighted Average Exercise Price (per share) |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2022 | 42,397,911 |  | $ | 6.11 |  |  | 7.38 |  | $ | 105 |
Granted | 4,059,936 |  | 7.35 |  |  |  |  |
Exercised | (773,056) |  | 0.90 |  |  |  |  |
Forfeited | (1,683,631) |  | 11.06 |  |  |  |  |
Outstanding at December 31, 2023 | 44,001,160 |  | $ | 6.13 |  |  | 6.56 |  | $ | 108 |
Exercisable at December 31, 2023 | 33,366,714 |  | $ | 5.17 |  |  | 6.11 |  | $ | 99 |
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those stock options that had exercise prices lower than the fair value of the Class A common stock as of the end of the period. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023, 2022, and 2021 was $5.6 million, $3.2 million, and $115.1 million, respectively. The weighted-average grant date fair values per share of the Company’s stock options granted during the years ended December 31, 2023, 2022, and 2021 was $3.35, $5.02, and $10.02, respectively. The grant date fair value of stock options vested during the years ended December 31, 2023, 2022 and 2021 was $27.3 million, $22.8 million, and $49.8 million, respectively. As of December 31, 2023, total unrecognized compensation cost related to unvested stock option awards was $47.2 million, to be recognized over a weighted-average period of 2.1 years. Stock Option Modifications During the year ended December 31, 2021, the Board determined to accelerate the vesting of certain employee stock option awards, subject to and effective as of the closing of the Company’s IPO, and further subject to the employee’s continued service with the Company through the closing of the IPO, as described in the registration statement on Form S-1 (File No. 333-255797) we filed in connection with the IPO, declared effective by the SEC on May 26, 2021. Upon the modification of the stock options, the Company determined no incremental fair value was required to be recorded as the awards would continue to vest both prior to and post modification and the modification of the stock options did not change award valuation inputs or assumptions. The Company recorded $32.8 million of expense during the second quarter of 2021 as a result of the accelerated vesting of stock options. During the year ended December 31, 2021, in connection with the retirement of the Company’s previous Chief Financial Officer, the Board determined to accelerate the vesting of certain stock option awards held by the retiring executive and provide that such stock option awards may be exercised for one year following the retirement date. Upon the modification of the stock options, the Company determined that $5.7 million of incremental fair value was required to be recorded related to the 275,000 stock options which were not probable of vesting prior to the modification but concluded to be probable of vesting based on the modified terms of the award. The modification of stock options changed the award valuation inputs, including the remaining term of the award. The Company recorded $5.7 million of expense related to the stock option modification during the fourth quarter of 2021 as a result of the accelerated vesting of stock options. Restricted Stock Awards and Restricted Stock Units During the year ended December 31, 2020, the Company granted 5,410,440 RSUs which vest upon the satisfaction of both a service and a performance condition. The service condition for these awards is satisfied over four years. The performance condition is satisfied upon the occurrence of a qualifying event, generally defined as a change of control transaction or an IPO. The performance condition for these awards was satisfied in connection with our IPO. Upon the satisfaction of the performance condition, the Company recorded $16.0 million of stock-based compensation expense related to these awards and withheld 762,359 shares of common stock, based on the IPO price of $22.00 per share, to satisfy the tax remittances of approximately $16.8 million. The fair value of RSUs and RSAs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.4 million, $18.4 million, and $72.6 million respectively. As of December 31, 2023, total unrecognized compensation cost related to unvested RSUs was $31.4 million, to be recognized over a weighted-average period of 2.7 years. A summary of RSU activity under the 2016 Plan and 2021 Plan is as follows:
| Number of Shares |  | Weighted average grant date fair value per share
Unvested restricted stock units at December 31, 2022 | 3,548,431 |  | $ | 11.96 |
Granted | 2,497,561 |  | 7.30 |
Vested | (2,397,527) |  | 8.75 |
Forfeited | (383,792) |  | 12.23 |
Unvested restricted stock units at December 31, 2023 | 3,264,673 |  | $ | 10.71 |

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