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Stock-based Compensation | 6 Months Ended
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Jun. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-based Compensation | Stock-based Compensation Prior to becoming a publicly traded entity, the Company issued incentive stock options, non-qualified stock options, and restricted stock to employees and non-employee consultants under its 2015 Stock Plan (the “2015 Plan”). Since the closing of the business combination between Gores Metropoulos, Inc. and Luminar Technologies, Inc. on December 2, 2020 (the “Business Combination”), the Company has not issued any new stock-based awards under the 2015 Plan. In December 2020, the Board adopted, and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, the Company was originally authorized to issue a maximum number of 36,588,278 shares of Class A common stock. In June 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Plan (the “Amended 2020 Plan”) to increase the number of shares of Class A common stock authorized for issuance by 36,000,000 additional shares and added an evergreen provision under which the number of shares of Class A common stock available for issuance under the Amended 2020 Plan will be increased on the first day of each fiscal year of the Company beginning with the 2023 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, (ii) 40,000,000 shares or (iii) such number of shares determined by the Board. Pursuant to the evergreen provision, 18,358,365 additional shares of Class A common stock were added to the Amended 2020 Plan on January 1, 2023. Stock Options Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise their options before they expire. Forfeitures are recognized in the period of occurrence. The Company’s stock option activity for the six months ended June 30, 2023 was as follows:
| Number of Common Stock Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value (In Thousands)
Outstanding as of December 31, 2022 | 8,162,850 |  |  | $ | 1.74 |  |  |  |  |
Exercised | (987,653) |  |  | 1.67 |  |  |  |  |
Cancelled/Forfeited | (254,010) |  |  | 1.67 |  |  |  |  |
Outstanding as of June 30, 2023 | 6,921,187 |  |  | 1.75 |  |  | 6.49 |  | $ | 36,209 |
The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2023 was $5.5 million. The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the exercise date. The total grant-date fair value of stock options vested during the six months ended June 30, 2023 was $2.1 million. Restricted Stock Awards Prior to June 30, 2019, the Company granted restricted stock awards (“RSAs”) to employees. Recipients purchased the restricted stock on the grant date and the Company has the right to repurchase the restricted shares at the same price recipients paid to obtain those shares. The restrictions lapse solely based on continued service, and generally lapse over 4 years —25% on the first anniversary of the date of issuance, and the remaining 75% monthly over the remaining 36 months. At the grant date of the award, recipients of restricted stock are granted voting rights and receive dividends on unvested shares. No restricted stock awards have been granted since June 30, 2019. The Company’s RSAs activity for the six months ended June 30, 2023 was as follows:
| Shares |  | Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2022 | 64,486 |  |  | $ | 1.29 |
Vested | (64,486) |  |  | 1.29 |
Outstanding as of June 30, 2023 | — |  |  | — |
Restricted Stock units Since the closing of the Business Combination, the Company has granted restricted stock units (“RSUs”) under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan). Each RSU granted under the Amended 2020 Plan represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The Company has granted certain performance-based equity awards that vest upon achievement of certain performance milestones. The fair value of RSUs is equal to the fair value of the Company’s common stock on the date of grant. The Company’s Time-Based RSUs and Performance-Based and Other RSUs activity (the Company disclosed RSUs activity on an aggregated basis in filings prior to this Form 10-Q for the quarterly period ended June 30, 2023) for the six months ended June 30, 2023 was as follows:
| Time-Based RSUs |  | Performance-Based and Other RSUs
| Shares |  | Weighted Average Grant Date Fair Value per Share |  | Shares |  | Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2022 | 25,010,689 |  |  | $ | 12.76 |  |  | 583,347 |  |  | $ | 8.39 |
Granted | 13,318,819 |  |  | 7.17 |  |  | 961,187 |  |  | 8.58 |
Forfeited | (1,598,623) |  |  | 11.12 |  |  | (12,832) |  |  | 8.58 |
Vested | (7,481,325) |  |  | 11.82 |  |  | (31,282) |  |  | 8.58 |
Change in units based on performance | — |  |  | — |  |  | (404,323) |  |  | 9.90 |
Outstanding as of June 30, 2023 | 29,249,560 |  |  | 10.54 |  |  | 1,096,097 |  |  | 7.99 |
Fixed Value Equity Awards The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are issued as RSUs under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan) and are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period of up to four years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting period. Stock-based compensation expense related to these awards was $3.0 million and $5.9 million for the three and six months ended June 30, 2023, respectively, and $1.7 million and $3.5 million for the three and six months ended June 30, 2022, respectively. Optogration Milestone Awards As part of the acquisition of Optogration, Inc. in August 2021, the Company owed up to $22.0 million of post combination compensation related to certain service and performance conditions (“Optogration Milestone Awards”). In August 2022, the Company issued 1,632,056 shares of Class A common stock for $11.0 million of the Optogration Milestone Awards due to achievement of the service and performance conditions. As of June 30, 2023, it is probable that the service and performance conditions for the remaining $11.0 million obligation will be met. Freedom Photonics Awards As part of the acquisition of Freedom Photonics LLC (“Freedom Photonics”) in April 2022, the Company owed up to $29.8 million of post combination compensation related to certain service and performance conditions including achievement of certain technical and financial milestones. In May 2023, the Company issued 634,994 shares of Class A common stock and 492,176 RSUs for $3.9 million and $3.5 million, respectively, of the post combination compensation due to achievement of the service and performance conditions. As of June 30, 2023, it is probable that the remaining conditions will be met for the outstanding balance of $22.4 million of post combination compensation. Solfice Awards The service and performance conditions related to the post combination compensation associated with the acquisition of certain assets from Solfice Research, Inc. (“Solfice”) were met in June 2023. Management Awards On May 2, 2022, the Board granted an award of 10.8 million RSUs to Austin Russell, the Company’s Chief Executive Officer. The grant date fair value per share of the award granted to Mr. Russell was $8.70 per share. On August 19, 2022, the Board granted 500,000 RSUs to each of Thomas Fennimore, the Company’s Chief Financial Officer, and Alan Prescott, the Company’s Chief Legal Officer. The grant date fair value per share of the awards granted to Mr. Fennimore and Mr. Prescott was $6.12 per share. These awards to Mr. Russell, Mr. Fennimore and Mr. Prescott are subject to all of the following vesting conditions: •Public Market condition: Achievement of three stock price milestones: $50 or more, $60 or more, and $70 or more. The stock price will be measured based on the volume-weighted average price per share for 90 consecutive trading days; •Service condition: Approximately 7-years of vesting; and •Performance condition: Start of production for at least one series production program. On March 16, 2023, the Board granted a $12.0 million stock-price based award to the Company’s Executive Vice President & General Manager that vested in six tranches of $2.0 million each, upon achievement of the six stock price milestones of $20, $25, $30, $40, $50 and $60 based on 90 trading day volume-weighted average price of a share of common stock over a 7.0 years performance period. The grant date fair value per share of the award granted to the said executive was $8.58 per share. On June 20, 2023, this award was modified to settle in a fixed number of shares and the impact of modification was not material. The Company measured the compensation cost for the above management awards using a Monte Carlo simulation model and recorded $5.8 million and $11.5 million in stock-based compensation expense related to these awards in the three and six months ended June 30, 2023, respectively. The Company’s management awards activity for the six months ended June 30, 2023 was as follows:
| Shares |  | Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2022 | 11,800,000 |  |  | $ | 8.48 |
Granted | 370,000 |  |  | 6.80 |
Outstanding as of June 30, 2023 | 12,170,000 |  |  | 8.43 |
Compensation expense Stock-based compensation expense by function was as follows (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Cost of sales | $ | 1,925 |  |  | $ | 6,989 |  |  | $ | 4,587 |  |  | $ | 8,775 |
Research and development | 20,541 |  |  | 8,714 |  |  | 38,012 |  |  | 15,816 |
Sales and marketing | 9,792 |  |  | 2,741 |  |  | 15,620 |  |  | 5,609 |
General and administrative | 26,937 |  |  | 20,181 |  |  | 56,930 |  |  | 35,123 |
Total | $ | 59,195 |  |  | $ | 38,625 |  |  | $ | 115,149 |  |  | $ | 65,323 |
Stock-based compensation expense by type of award was as follows (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Equity Classified Awards: |  |  |  |  |  |  |
Stock options | $ | 534 |  |  | $ | 748 |  |  | $ | 1,261 |  |  | $ | 1,270 |
RSAs | 1 |  |  | 187 |  |  | 61 |  |  | 21 |
RSUs | 34,706 |  |  | 32,540 |  |  | 73,038 |  |  | 54,049 |
Management awards | 5,840 |  |  | — |  |  | 11,499 |  |  | — |
ESPP | 345 |  |  | 157 |  |  | 748 |  |  | 157 |
Liability Classified Awards: |  |  |  |  |  |  |
Equity settled fixed value | 3,035 |  |  | 1,741 |  |  | 5,916 |  |  | 3,521 |
Optogration | 3,078 |  |  | 394 |  |  | 5,659 |  |  | 3,447 |
Freedom Photonics | 4,977 |  |  | 2,800 |  |  | 9,532 |  |  | 2,800 |
Other | 6,679 |  |  | 58 |  |  | 7,435 |  |  | 58 |
Total | $ | 59,195 |  |  | $ | 38,625 |  |  | $ | 115,149 |  |  | $ | 65,323 |

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