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Convertible Preferred Stock, Stockholders’ Equity (Deficit) and Equity Incentive Plan
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Convertible Preferred Stock, Stockholders’ Equity (Deficit) and Equity Incentive Plan Convertible Preferred Stock, Stockholders’ Equity (Deficit) and Equity Incentive Plan
Preferred Stock
In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share. The Company’s board of directors is authorized to designate the rights, preferences, privileges and restrictions of the preferred stock from time to time.
Convertible Preferred Stock
Upon the closing of the IPO in February 2021, all 21,683,548 shares of the Company's outstanding Class A-1 and Class A-2 convertible preferred stock and 5,543,918 shares of Class B and Class B-1 redeemable convertible preferred stock were automatically converted into an aggregate of 27,227,466 shares of common stock on a one-for-one basis.
As of December 31, 2020, convertible preferred stock consisted of the following (in thousands):
Class A-1 and Class A-2 Convertible Preferred Stock
Share
 Authorized		Share Issued
and
Outstanding		Aggregate
Liquidation Preference
(in thousands)
Class A-15,177,655 5,177,654 54,379 
Class A-216,522,290 16,505,894 48,397 
Total Class A-1 and Class A-2 convertible preferred stock21,699,945 21,683,548 102,776 
Class B-1 and Class B-2 Redeemable Convertible Preferred Stock
Share
 Authorized		Share Issued
and
Outstanding		Aggregate
Liquidation Preference
(in thousands)
Class B-13,233,851 3,233,851 35,000 
Class B-22,310,067 2,310,067 35,000 
Total Class B-1 and Class B-2 redeemable convertible preferred stock5,543,918 5,543,918 70,000 
Common Stock
The Company’s amended and restated certificate of incorporation authorized the issuance of 500,000,000 shares of common stock, $0.0001 par value per share. Holders of common stock are entitled to one vote per share.
Common Stock Reserved for Future Issuance
As of December 31, 2021, the Company had the following shares of common stock reserved for future issuance under its equity incentive plan and employee share purchase plan:
Stock options outstanding9,341,242 
Restricted stock units outstanding3,737,565 
Remaining shares available for future grant under 2021 Equity Incentive Plan4,880,897 
Remaining shares available for future issuance under ESPP1,224,973 
Total shares of common stock reserved as of December 31, 202119,184,677 
Equity Incentive Plan
In February 2021 in connection with the IPO, the Company adopted the 2021 Equity Incentive Plan (2021 Plan), which serves as a successor to and continuation of the 2014 Plan and 2000 Plan, collectively the “Predecessor Plans.” All shares that remained available for issuance under the Predecessor Plans as of the closing of the IPO, or that may expire or be canceled or forfeited following the closing of the IPO, become available for future issuance under the 2021 Plan.
Under the 2021 Plan, the Company may grant up to 8,282,313 shares of common stock which includes 6,400,000 shares of common stock reserved for issuance under the 2021 Plan, plus an additional 1,882,313 shares originally reserved for issuance under the 2014 Plan. In addition, the number of shares reserved for issuance under the 2021 Plan cumulatively increases on January 1, 2022 and on each subsequent January 1 through and including January 1, 2031, by the lesser of (a) 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Company’s board of directors. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. The plan administrator determines the term of stock options granted under the 2021 Plan, up to a maximum of 10 years. Pursuant to the automatic annual increase, 2,386,367 additional shares were reserved under the 2021 Plan on January 1, 2021.
Grant Activities
Stock Options
A summary of stock option activity under the Company’s equity incentive plans and related information is as follows:
Options Outstanding
Number of
Shares
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Life
(in years)
Aggregate
Intrinsic Value
(in thousands)
Balance as of December 31, 2020
11,947,731 $4.85 
Granted481,403 50.12 
Exercised(2,266,979)2.57 $65,860 
Cancelled and forfeited(820,913)15.19 
Balance as of December 31, 2021
9,341,242 $6.83 6.5$109,971 
Vested and exercisable5,839,680 $3.54 5.3$81,496 
The weighted-average grant date fair value of options granted in 2021, 2020 and 2019 was $25.18, $11.51 and $1.19, respectively. The total intrinsic value of options exercised in 2021, 2020 and 2019 was $65.9 million, $5.2 million and $0.3 million, respectively.
Restricted Stock Units
A summary of RSU activity under the Company’s equity incentive plans and related information is as follows:
RSUs Outstanding
Number of
Shares
Weighted-Average
Grant Date
Fair Value
Unvested balance as of December 31, 2020
— $— 
Granted3,907,260 20.53 
Vested(37,100)28.03 
Cancelled and forfeited(132,595)33.14 
Unvested balance as of December 31, 2021
3,737,565 $20.01 
The total fair value of RSU vested in 2021 was $1.0 million. There were no RSUs granted or vested in 2020 and 2019.
Restricted Stock Unit with Performance Conditions
In June 2014, the Company’s board of directors approved the issuance of 187,500 restricted stock units to an executive officer with a grant date fair value of $0.5 million. No monetary payment was required as a condition to receiving the shares of stock. The award provided that the restricted stock units would vest upon the satisfaction of the following two conditions occurring before June 17, 2021: (i) satisfaction of a service condition of one year and (ii) the occurrence of a liquidity event defined as a change of control or an IPO. The grant date fair value of the awards was not recognized as compensation expense until the performance criteria was probable.
Upon the consummation of the Company’s IPO in February 2021, these restricted stock units fully vested and the related stock-based compensation expense of $0.5 million was fully recognized. In accordance with the terms of the grant agreement, these restricted stock units had been settled after the expiration of the lock-up period in the fourth quarter of 2021.
Employee Stock Purchase Plan
In January 2021, the Company’s board of directors adopted the 2021 Employee Stock Purchase Plan (ESPP), which became effective in connection with the Company’s IPO. A total of 1,300,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares reserved for issuance cumulatively increases automatically on January 1, 2022 and on each subsequent January 1, through and including January 1, 2031, by the lesser of (a) 1% of the number of shares of stock issued and outstanding on the immediately preceding December 31, (b) 1,300,000 shares, or (c) an amount determined by the Company’s board of directors. Pursuant to the automatic annual increase, 477,273 additional shares were reserved under the ESPP Plan on January 1, 2021.
All eligible employees may participate in the ESPP and may contribute up to 20% of their earnings (as defined in the ESPP) for the purchase of the Company’s common stock under the ESPP. Unless otherwise determined by the Company’s board of directors, common stock will be purchased for the accounts of employees participating in the ESPP at a price per share equal to the lesser of (1) 85% of the fair market value of a share of the Company’s common stock on the first date of an offering or (2) 85% of the fair market value of a share of the Company’s common stock on the date of purchase. Offering periods generally start on the first trading day on or after May 16 and November 16 of each year, except for the first offering period, which commenced on the effective date of the Company’s IPO and ended on November 15, 2021.
Employees purchased 75,027 shares of common stock at a price of $14.04 per share under the ESPP in 2021.
Fair Value Determination
The Black-Scholes assumptions used to value the employee options and the employee stock purchase rights at the grant dates are as follows:
Employee Stock Options
Year Ended December 31,
202120202019
Expected term5.92 years-6.07 years6.25 years6.25 years
Expected volatility53.82 %-54.98%41.60 %-62.00%40.70 %-51.50%
Risk-free interest rate0.62 %-0.96%0.40 %-1.70%1.50 %-2.50%
Dividend yield—%—%—%
Employee Stock Purchase Rights under ESPP
Year Ended
December 31, 2021
Expected term0.13 years-0.63 years
Expected volatility34.08 %-61.00%
Risk-free interest rate0.06%-0.07%
Dividend yield—%
These assumptions and estimates were determined as follows:
•Fair Value of Common Stock. Prior to the Company’s IPO, the fair value of its common stock was determined by the Company’s board of directors, with input from management and valuation reports prepared by third-party valuation specialists. Stock-based compensation for financial reporting purposes is measured based on updated estimates of fair value when appropriate, such as when additional relevant information related to the estimate becomes available in a valuation report issued as of a subsequent date. For valuations after the consummation of the Company’s IPO, the fair value of each share of underlying common stock is based on the closing price of the Company’s common stock as reported on the date of the grant on the New York Stock Exchange.
•Risk-Free Interest Rate. The risk-free interest rate for the expected term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant.
•Expected Term. The expected term of options represents the period of time that options are expected to be outstanding. The Company’s historical stock option exercise experience does not provide a reasonable basis upon which to estimate an expected term due to a lack of sufficient data. For stock options granted to employees, the Company estimates the expected term by using the simplified method. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the contractual term of the option. With respect to the ESPP, the expected term is the length of purchase period.
•Expected Volatility. As the Company has a short trading history for its common stock, the expected volatility is estimated by taking the average historic price volatility for industry peers, consisting of several public companies in its industry that are similar in size, stage of life cycle, or financial leverage, over a period equivalent to the expected term of the awards.
•Expected Dividend Yield. The Company has not declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used.
Stock-Based Compensation
Effective January 1, 2021, the Company elected to account for forfeited awards as they occur.
The stock-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows (in thousands):
Year Ended December 31,
202120202019
Cost of revenue
Subscription and other platform$1,897 $154 $97 
Professional services382 37 50 
Total cost of revenue2,279 191 147 
Sales and marketing8,806 1,051 915 
Research and development4,402 360 197 
General and administrative10,163 1,327 739 
Total stock-based compensation expense$25,650 $2,929 $1,998 
As of December 31, 2021, unrecognized stock-based compensation expense by award type and their weighted-average recognition periods are as follows (in thousands, except years):
Stock OptionRSUESPP
Unrecognized stock-based compensation expense$42,812 $69,174 $310 
Weighted-average amortization period2.88 years3.34 years0.37 years
Repurchase of Common Stock
On December 1, 2021, the Company’s Board of Directors authorized a $50.0 million share repurchase program. The timing and number of shares repurchased under the program will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The share repurchase program may be modified, suspended or discontinued at any time at the company’s discretion.
The Company reduced its common stock by the par value of the repurchased shares. The excess of the repurchase price over par value of the shares was charged to additional paid in capital as the Company is in an accumulated deficit position. All repurchased shares were retired and became authorized and unissued shares.
As of December 31, 2021, the Company had $42.8 million available for future share buyback under the repurchase program.
Year Ended December 31, 2021
Number of shares repurchased428,218 
Average price per share (including commissions)$16.88 
Total repurchase costs (in million)$7.2 
In the first quarter of 2022, the Company repurchased an additional 579,929 shares of common stock at an average per share price of $15.72 (including commissions). As of March 9, 2022, the Company has $33.7 million remaining for future share buyback under the repurchase program.