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Stockholders’ Equity and Equity Incentive Plan | 9 Months Ended
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Sep. 30, 2023
Equity [Abstract] |
Stockholders’ Equity and Equity Incentive Plan | Stockholders’ Equity and Equity Incentive Plan Preferred Stock The Company’s amended and restated certificate of incorporation authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share. 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 September 30, 2023, 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 outstanding | 7,157,218 |
Restricted stock outstanding | 6,763,380 |
Remaining shares available for future grant under 2021 Equity Incentive Plan(1) | 4,107,198 |
Remaining shares available for future issuance under ESPP(2) | 1,895,121 |
Total shares of common stock reserved as of September 30, 2023 | 19,922,917 |
(1)Includes the automatic annual increase of 2,377,740 additional shares under the Company’s 2021 Equity Incentive Plan (“2021 Plan”) on January 1, 2023. (2)Includes the automatic annual increase of 475,548 ad ditional shares under the Company’s ESPP on January 1, 2023. Repurchase of Common Stock In March 2023, the Company’s board of directors authorized a new $125.0 million capital return program, $50.0 million of which is effected through a special dividend and $75.0 million of which is effected through the combination of an accelerated stock repurchase program and/or open market purchases. The Company may pay an additional special dividend if this $75.0 million threshold is not reached by March 2024. This capital return program replaced the prior share repurchase program originally announced in December 2021, which ended in March 2023. The following table presents certain information regarding shares repurchased during the periods presented:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022 |  |
Number of shares repurchased | 3,416,682 |  |  | — |  |  | 7,517,260 |  |  | 1,531,209 |  |  |
Average price per share, including commissions | $ | 7.32 |  |  | $ | — |  |  | $ | 7.88 |  |  | $ | 14.24 |  |  |
Total repurchase costs, including commissions (in millions) | $ | 25.0 |  |  | $ | — |  |  | $ | 59.2 |  |  | $ | 21.8 |  |  |
As of September 30, 2023, the Company had $20.5 million available for future share buybacks under the repurchase program. The Company repurchased an additional 1,234,909 shares of common stock at an average per share price of $6.33 (including commissions) in October 2023. As of October 31, 2023, the Company has $12.7 million remaining for future share buyback under the repurchase program. The Company expects its repurchase program to be completed in the first quarter of 2024. Dividend Pursuant to the capital return program, on May 8, 2023, the Company’s board of directors declared a one-time special cash dividend of $1.09 per share, which was paid on June 15, 2023 in an aggregate amount of $49.9 million, to all stockholders of record as of the close of business on May 22, 2023 (the “Special Dividend”). Anti-Dilution Adjustment to the Outstanding Awards Pursuant to the terms of the Company’s 2021 Plan, 2014 Stock Option Plan (“2014 Plan”) and 2000 Stock Option Plan (“2000 Plan,” and together with the 2021 Plan and 2014 Plan, the “Plans”), participants holding outstanding equity awards are entitled to receive an anti-dilution adjustment in the event of payment of a dividend. In conjunction with the declaration of the Special Dividend on May 8, 2023, the compensation committee of the Company’s board of directors approved an adjustment to outstanding equity awards (both vested and unvested) in the form of exercise price reductions and/or increases in the number of shares issuable upon vesting and settlement of each award. This anti-dilution adjustment was designed to equalize the fair value of the awards before and after the Special Dividend. Accordingly, no incremental compensation cost was recognized. Grant Activities Stock Options A summary of stock option activity 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, 2022 | 7,756,680 |  |  | $ | 6.96 |  |  |  |  |
Granted | — |  |  | — |  |  |  |  |
Anti-dilution adjustment(1) | 389,037 |  |  | 1.92 |  |  |  |  |
Exercised | (733,884) |  |  | 1.93 |  |  |  |  | $ | 4,415 |
Cancelled and forfeited | (254,615) |  |  | 19.14 |  |  |  |  |
Balance as of September 30, 2023 | 7,157,218 |  |  | $ | 5.91 |  |  | 5.09 |  | $ | 23,721 |
Vested and exercisable | 6,289,769 |  |  | $ | 4.89 |  |  | 4.82 |  | $ | 22,948 |
(1)Represents the incremental increase in the number of shares issuable upon vesting of options outstanding prior to the Special Dividend pursuant to the anti-dilution adjustment. Restricted Stock Units A summary of RSU activity and related information is as follows:
| RSUs Outstanding
| Number of Shares |  | Weighted-Average Grant Date Fair Value
Unvested balance as of December 31, 2022 | 5,134,934 |  |  | $ | 14.37 |
Granted | 2,771,342 |  |  | 8.42 |
Anti-dilution adjustment(1) | 950,208 |  |  | 12.43 |
Vested | (1,727,598) |  |  | 14.61 |
Cancelled and forfeited | (996,281) |  |  | 13.47 |
Unvested balance as of September 30, 2023 | 6,132,605 |  |  | $ | 11.46 |
(1)R epresents the incremental increase in the number of shares issuable upon vesting of RSUs outstanding prior to the Special Dividend pursuant to the anti-dilution adjustment. The total fair value of RSUs vested in the three and nine months ended September 30, 2023 was $9.1 million and $25.2 million, respectively. The total fair value of RSUs vested in the three and nine months ended September 30, 2022 was $4.9 million and $15.7 million, respectively. Restricted Stock Unit with Performance Conditions (PSUs) In the fourth quarter of 2022, the Company’s board of directors granted 341,404 market performance-based restricted stock units to an executive officer with a grant date fair value of $4.2 million. The PSUs vest following three annual performance periods beginning in 2023, each in an amount equal to one-third of the target number of PSUs multiplied by a percentage determined by comparing the Company’s total stockholder return to a benchmark index during the performance period. The actual payout can range from 0% to 200% of the shares granted under this award, with the maximum earned PSUs capped at 125% for the first two performance periods. The maximum payout for the entire award is capped at 200% of the granted shares. These PSUs additionally are subject to continued service by the award holder through the end of each performance period. In May 2023, an additional 54,167 PSUs were issued in connection with the anti-dilution adjustment. As of September 30, 2023, none of these PSUs have vested. In the second quarter of 2023, the Company’s board of directors granted 203,000 market performance-based restricted stock units to certain executive officers with a grant date fair value of $2.5 million. The PSUs vest following three annual performance periods beginning in 2023, each in an amount equal to one-third of the target number of PSUs multiplied by a percentage determined by comparing the Company’s total stockholder return to a benchmark index during the performance period. The actual payout can range from 0% to 200% of the shares granted under this award, with the maximum earned PSUs capped at 125% for the first two performance periods. The maximum payout for the entire award is capped at 200% of the granted shares. These PSUs additionally are subject to continued service by the award holder through the end of each performance period. In May 2023, an additional 32,204 PSUs were issued in connection with the anti-dilution adjustment. As of September 30, 2023, none of these PSUs have vested. Stock-Based Compensation The stock-based compensation expense by line item in the condensed consolidated statements of operations is summarized as follows (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022 |  |
Cost of revenue |  |  |  |  |  |  |  |  |
Subscription and other platform | $ | 638 |  |  | $ | 849 |  |  | $ | 2,132 |  |  | $ | 2,540 |  |  |
Professional services | 123 |  |  | 165 |  |  | 419 |  |  | 505 |  |  |
Total cost of revenue | 761 |  |  | 1,014 |  |  | 2,551 |  |  | 3,045 |  |  |
Sales and marketing | 3,693 |  |  | 3,597 |  |  | 10,305 |  |  | 10,986 |  |  |
Research and development | 2,332 |  |  | 2,019 |  |  | 6,716 |  |  | 5,925 |  |  |
General and administrative | 4,779 |  |  | 3,273 |  |  | 13,719 |  |  | 9,152 |  |  |
Total stock-based compensation expense | $ | 11,565 |  |  | $ | 9,903 |  |  | $ | 33,291 |  |  | $ | 29,108 |  |  |
The following table presents the unrecognized stock-based compensation expense and weighted-average recognition periods as of September 30, 2023 (in thousands, except years):
| Stock Option |  | Restricted Stock |  | ESPP
Unrecognized stock-based compensation expense | $ | 14,427 |  |  | $ | 58,991 |  |  | $ | 46 |
Weighted-average amortization period | 1.47 years |  | 2.24 years |  | 0.13 years

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