STOCK-BASED COMPENSTION PLANS

12 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION PLANS

Equity Incentive Plans

The Barkbox, Inc. 2011 Stock Incentive Plan (as amended from time to time, the “2011 Plan”) provides for the award of stock options and other equity interests in the Company to directors, officers, employees, advisors or consultants of the Company.

On June 1, 2021, in connection with the Merger, the 2021 Equity Incentive Plan (the “2021 Plan”) became effective and 16,929,505 authorized shares of common stock were reserved for issuance thereunder. In addition, pursuant to the terms of the Merger Agreement, on the Closing Date of the Merger, options to purchase shares of Legacy BARK’s common stock previously issued under the 2011 Plan were converted into options to purchase an aggregate of 29,390,344 shares of BARK common stock. As of March 31, 2022, 15,623,772 shares of common stock were available for the Company to grant under the 2021 Stock Plan; there were no remaining shares available for grant under the 2011 Plan.

For each fiscal year beginning on April 1, 2022 and ending on (and including) March 31, 2031, the aggregate number of shares of common stock that may be issued under the 2021 Plan may be increased by a number, determined and approved by the Company's board of directors (the “Board”) on or before May 1st of such fiscal year, not to exceed 5% of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year. The Board did not approve an increase for fiscal year 2023.

The 2011 and 2021 Plans (together, the “Plans”) are administered by the Company’s Compensation Committee of its Board (the “Compensation Committee”). The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share of a stock option may not be less than 100% of the fair value of the common share on the date of grant. Stock options awarded under the Plans have vesting conditions of 25% on the first anniversary of the date of grant and 75% on a monthly basis at a rate of 1/36th, unless otherwise determined by the Compensation Committee. The Plans provide that the Compensation Committee shall determine the vesting conditions of awards granted under the Plans, and the Compensation Committee has, from time to time, approved vesting schedules for certain awards that deviate from the vesting conditions contained in the previous sentence.

Stock Option Activity

The following is a summary of stock option activity for the fiscal year ended March 31, 2022:


	Number Options Outstanding	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of March 31, 2021	29,454,960	2.08		5.34	$	251,553
Granted	1,435,386	7.70
Exercised	(7,322,815)	0.56
Cancelled or forfeited	(4,167,331)	3.22
Expired	(68,564)	0.06
Outstanding as of March 31, 2022	19,331,636	$	2.83	7.17	$	38,332
Vested and expected to vest as of March 31, 2022	17,759,831	$	2.52	7.04	$	37,058
Exercisable as of March 31, 2022	13,877,397	$	1.71	6.65	$	32,724

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 common shares for those stock options that had exercise prices lower than the fair value of the Company’s common shares.

The weighted-average grant-date fair value of options granted during the years ended March 31, 2022, 2021 and 2020 was $4.10, $3.65 and $0.57 respectively. The total intrinsic value of options exercised during the year ended March 31, 2022, 2021 and 2020 was $44.7 million, $23.6 million and $0.3 million respectively.

As of March 31, 2022, 2021 and 2020, there was $11.4 million, $21.9 million, and $2.40 million of unrecognized stock-based compensation expense related to unvested stock options, respectively. The unrecognized stock-based compensation expense is expected to be recognized over a weighted average remaining vesting period of 2.71, 3.44 and 2.87 years at March 31, 2022, 2021 and 2020, respectively.

The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. During the years ended March 31, 2022, 2021, and 2020 the assumptions used in the Black-Scholes option pricing model were as follows:


	Fiscal Year Ended March 31,
	2022		2021		2020
Expected term (years)	5.24		5.26		5.08
Expected volatility	62.96	%	76.48	%	45.65	%
Risk-free interest rate	1.16	%	0.19	%	1.71	%
Expected dividend yield	—	%	—	%	—	%

Restricted Stock Award (“RSA”) Activity

The Company awarded 35,000, and 22,616 RSAs during the fiscal years ended March 31, 2021 and 2020, respectively. There were no RSAs granted during the fiscal year ended March 31, 2022. The grant date fair value of the RSAs granted during the fiscal years ended March 31, 2021 and 2020 was recognized as compensation expense over the requisite service period. Of the 35,000 shares of restricted stock issued during the year ended March 31, 2021, 25,000 shares vested immediately upon grant and 10,000 shares of restricted stock vested over 12 equal monthly installments. All of the shares of RSAs granted during the year ended March 31, 2020 had immediate vesting upon grant. To determine the fair value of the RSAs granted during the fiscal years ended March 31, 2021, and 2020, the Company’s Board utilized independent valuations and other available information when estimating the value of the stock underlying the granted RSAs. The weighted-average estimated fair value per share of the RSAs granted during the years ended March 31, 2021, and 2020 was $6.33, and $1.36 respectively. The total stock-based compensation expense associated with the grants of RSAs was $0.8 million $1.10 million and $0.3 million for the fiscal years ended March 31, 2022, 2021 and 2020, respectively. During the fiscal year ended March 31, 2022 the Company withheld 17,605 RSAs upon vesting in connection with the tax election determined by the award recipient. The RSAs withheld for taxes had a $0.2 million impact to additional paid in capital.

Restricted Stock Unit (“RSU”) Activity

During the fiscal year ended March 31, 2022 the Company awarded 4,224,623 RSUs for the purchase of common stock of which 97,835 RSUs were canceled. The Company did not grant any RSUs during the fiscal year ended March 31, 2021, or 2020. Each RSU granted during the fiscal year ended March 31, 2022 will vest based on continued service which is generally four years. The grant date fair value of the RSUs will be recognized as compensation expense over the requisite service period. The weighted-average fair value of restricted stock granted during the fiscal year ended March 31, 2022 was $5.34. The total stock-based compensation expense associated with the grants of restricted stock was $3.3 million. During the fiscal year ended March 31, 2022 the Company withheld

2,941 RSUs upon vesting in connection with the tax election determined by the award recipient. The RSUs withheld for taxes had a less than $0.1 million impact to additional paid in capital.

Stock-Based Compensation

The following table summarizes the total stock-based compensation expense by function for the fiscal years ended March 31, 2022, 2021, and 2020 which includes expense related to options and restricted stock units (in thousands):


	Fiscal Year ended
	March 31,
	2022	2021	2020
General and administrative	$17,063	$6,298	$1,757
Advertising and marketing	797	224	60
Total stock-based compensation expense	$17,861	$6,522	$1,817

Employee Stock Purchase Plan

In June 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 3,385,901 shares of common stock have been reserved for future issuance under the 2021 ESPP. For each fiscal year beginning on April 1, 2021 and ending on (and including) March 31, 2031, the aggregate number of shares of common stock that may be issued under the 2021 ESPP shall increase by a number, determined and approved by the Board on or before May 1st of such fiscal year, not to exceed the lesser of (i) one percent (1%) of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year or (ii) 1,500,000 shares of common stock. If the Board does not determine to increase the aggregate number of shares of common stock in the 2021 ESPP by May 1st of such fiscal year, such increase shall be zero. The Board did not approve an increase for fiscal year 2023. The first offering period under the 2021 ESPP shall commence on June 10, 2022. As of March 31, 2022, no shares have been issued under the 2021 ESPP.