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Stock-based Compensation | 6 Months Ended
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Jun. 30, 2025
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 2,439,218 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 2,400,000 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) 2,666,666 shares or (iii) such number of shares determined by the Board. Pursuant to the evergreen provision, 2,073,584 additional shares of Class A common stock were added to the Amended 2020 Plan on January 1, 2025. In June 2024, the Company’s stockholders approved an amendment and restatement of the Company’s Amended 2020 Plan (the “Amended and Restated EIP”) to increase the number of shares of Class A common stock authorized for issuance by 1,333,333 additional shares of Class A common stock. 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, 2025 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, 2024 | 412,207 |  |  | $ | 24.84 |  |  | 4.68 |  | $ | — |
Granted | — |  |  | — |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Cancelled/Forfeited | (29,408) |  |  | 25.05 |  |  |  |  |
Outstanding as of June 30, 2025 | 382,799 |  |  | 24.83 |  |  | 4.35 |  | — |
Restricted Stock Units Since the closing of the Business Combination, the Company has granted restricted stock units (“RSUs”) under the Amended and Restated EIP (and prior to its amendment and restatement, under the Amended 2020 Plan and the 2020 Plan). Each RSU granted under the Amended and Restated EIP 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 for the six months ended June 30, 2025 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, 2024 | 1,765,668 |  |  | $ | 56.60 |  |  | 864 |  |  | $ | 231.30 |
Granted | 1,922,492 |  |  | 5.21 |  |  | — |  |  | — |
Forfeited | (463,129) |  |  | 38.72 |  |  | — |  |  | — |
Vested | (1,690,672) |  |  | 21.50 |  |  | — |  |  | — |
Outstanding as of June 30, 2025 | 1,534,359 |  |  | 36.28 |  |  | 864 |  |  | 231.30 |
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 and Restated EIP (and prior to its amendment and restatement, under the Amended 2020 Plan and 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 six years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting period. Freedom Photonics Awards As part of the Freedom Photonics acquisition 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. As of June 30, 2025, it is probable that the remaining conditions will be met for an amount equal to approximately $4.5 million of post combination compensation. Management Awards Activity of the Company’s management awards that include market conditions for the six months ended June 30, 2025 was as follows:
| Shares |  | Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2024 | 915,830 |  |  | $ | 106.99 |
Granted | — |  |  | — |
Forfeited | (549,831) |  |  | 117.99 |
Vested | — |  |  | — |
Outstanding as of Change in units based on performance | (216,000) |  |  | 138.00 |
Outstanding as of June 30, 2025 | 149,999 |  |  | 22.03 |
During the six months ended June 30, 2025, the Company recorded a reversal of $34.7 million of share based compensation expense in general and administrative in the condensed consolidated statements of operations as a result of the termination of the former CEO. Compensation expense Stock-based compensation expense by function was as follows (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Cost of sales | $ | 1,361 |  |  | $ | 298 |  |  | $ | 2,652 |  |  | $ | 3,693 |
Research and development | 4,792 |  |  | 16,378 |  |  | 11,129 |  |  | 30,862 |
Sales and marketing | 2,109 |  |  | 3,557 |  |  | 3,275 |  |  | 8,780 |
General and administrative | (28,908) |  |  | 16,846 |  |  | (18,274) |  |  | 38,209 |
Stock-based compensation related to restructuring | (11) |  |  | 1,412 |  |  | (59) |  |  | 1,412 |
Total | $ | (20,657) |  |  | $ | 38,491 |  |  | $ | (1,277) |  |  | $ | 82,956 |
Stock-based compensation expense by type of award was as follows (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Equity Classified Awards: |  |  |  |  |  |  |
Stock options | $ | — |  |  | $ | 106 |  |  | $ | — |  |  | $ | 368 |
RSUs | 9,844 |  |  | 25,640 |  |  | 22,329 |  |  | 56,979 |
Management awards | (32,579) |  |  | 5,699 |  |  | (27,033) |  |  | 11,415 |
ESPP | 117 |  |  | 135 |  |  | 320 |  |  | 499 |
Stock-based compensation related to restructuring | (11) |  |  | 1,412 |  |  | (59) |  |  | 1,412 |
Liability Classified Awards: |  |  |  |  |  |  |
Equity-settled fixed value | 1,411 |  |  | 3,901 |  |  | 3,339 |  |  | 7,914 |
Freedom Photonics | 561 |  |  | (127) |  |  | 1,116 |  |  | 2,087 |
Other | — |  |  | 1,725 |  |  | (1,289) |  |  | 2,282 |
Total | $ | (20,657) |  |  | $ | 38,491 |  |  | $ | (1,277) |  |  | $ | 82,956 |

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