v3.24.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
2020 Executive Equity Incentive Plan
In August 2020, the Company’s Board of Directors approved the 2020 Executive Equity Incentive Plan (the “Executive Equity Plan”). The Executive Equity Plan permitted the granting of nonstatutory stock options (“NSOs”) and RSUs to the Company’s employees, consultants, and directors. A total of 165,900,000 shares of the Company’s Class B common stock were reserved for issuance under the Executive Equity Plan. During August 2020, options to purchase 162,000,000 shares of Class B common
stock and restricted stock units covering 3,900,000 shares of the Company’s Class B common stock were granted to certain officers.
The Executive Equity Plan was terminated prior to the Company’s Direct Listing, and no additional awards will be granted under the Executive Equity Plan. However, the Executive Equity Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the Executive Equity Plan.
2020 Equity Incentive Plan
In September 2020, prior to the Direct Listing, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (“2020 Plan”). The 2020 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock, RSUs, stock appreciation rights (“SARs”), and performance awards to the Company’s employees, directors, and consultants. A total of 150,000,000 shares of the Company’s Class A common stock were initially reserved for issuance pursuant to the 2020 Plan. In addition, the number of shares of Class A common stock reserved for issuance under the 2020 Plan includes certain shares of common stock subject to awards under the 2010 Equity Incentive Plan (“2010 Plan”) and Executive Equity Plan in the case of certain occurrences, such as expirations, terminations, exercise and tax-related withholding, or failures to vest. Shares of Class B common stock added to the 2020 Plan from the 2010 Plan or Executive Equity Plan are reserved for issuance under the Company’s 2020 Plan as Class A common stock. The number of shares of Class A common stock available for issuance under the 2020 Plan will also include an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the least of:
250,000,000 shares of the Company’s Class A common stock;
Five percent of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or
such other amount as the administrator of the 2020 Plan determines.
Under the 2020 Plan, the exercise price of options granted is generally at least equal to the fair market value of the Company’s Class A common stock on the date of grant. The term of an ISO generally may not exceed ten years. Additionally, the exercise price of any ISO granted to a 10% stockholder shall not be less than 110% of the fair market value of the common stock on the date of grant, and the term of such option grant shall not exceed five years. Options and other equity awards become vested and, if applicable, exercisable based on terms determined by the Board of Directors or another plan administrator on the date of grant, which is typically four years for new employees and varies for subsequent grants.
Stock Options
The following table summarizes stock option activity for the year ended December 31, 2023 (in thousands, except per share amounts):
Options Outstanding
Weighted-Average Exercise Price Per Share
Weighted-Average
Remaining Contractual Life (years)
Aggregate Intrinsic Value
Balance as of December 31, 2022326,913 $8.05 8.33$272,603 
Options exercised(46,079)4.74 
Options canceled and forfeited(2,364)5.39 
Balance as of December 31, 2023278,470 $8.62 7.64$2,381,172 
Options vested and exercisable as of December 31, 2023160,877 $6.66 6.93$1,691,404 
The aggregate intrinsic value of options outstanding, and vested and exercisable is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock as of December 31, 2023. The aggregate intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was $476.8 million, $112.3 million, and $3.8 billion, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock on the exercise date.
There were no options granted during the years ended December 31, 2023, 2022, and 2021. The total grant-date fair value of options that vested during the years ended December 31, 2023, 2022, and 2021 was $131.0 million, $170.8 million, and $189.5
million, respectively.
As of December 31, 2023, the total unrecognized stock-based compensation expense related to options outstanding was $599.1 million, which is expected to be recognized over a weighted-average service period of seven years.
RSUs and P-RSUs
The following table summarizes the RSU and P-RSU activity for the year ended December 31, 2023 (in thousands, except per share amounts):
RSUsP-RSUs
Units OutstandingWeighted Average Grant Date Fair Value per ShareUnits OutstandingWeighted Average Grant Date Fair Value per Share
Unvested and outstanding as of December 31, 2022126,426 $10.07 — $— 
Granted19,484 11.77 1,976 15.39 
Vested(54,974)9.57 — — 
Canceled(8,674)11.08 — — 
Unvested and outstanding as of December 31, 202382,262 $10.71 1,976 $15.39 
During the fiscal year ended December 31, 2023, the Company granted RSUs that have only a service-based vesting condition, as well as those that have both service-based and performance-based vesting conditions (“P-RSUs”). The service-based vesting condition for each is generally satisfied upon continued service through a specified date. Vesting periods for the RSUs and P-RSUs are generally up to 4 years and three months, respectively. The performance-based vesting condition is satisfied upon the achievement of certain Company performance goals set by the Compensation Committee of the Board of Directors. The ultimate number of P-RSUs earned and eligible to vest ranges between 0% to 100% of the target number of P-RSUs granted depending on the level of achievement of such Company performance goals.
The total grant-date fair value of RSUs vested during the years ended December 31, 2023, 2022, and 2021 was $526.1 million, $453.2 million, and $421.0 million, respectively. As of December 31, 2023, the total unrecognized stock-based compensation expense related to the RSUs outstanding was $566.4 million, which is expected to be recognized over a weighted-average service period of three years. As of December 31, 2023, there was no unrecognized stock-based compensation expense related to the P-RSUs outstanding.
Stock-based Compensation Expense
Total stock-based compensation expense was as follows (in thousands):
Years Ended December 31,
202320222021
Cost of revenue$35,995 $44,061 $68,546 
Sales and marketing160,645 196,301 242,910 
Research and development98,064 93,871 150,298 
General and administrative181,199 230,565 316,461 
Total stock-based compensation expense$475,903 $564,798 $778,215 
The Company did not recognize any tax benefits related to stock-based compensation expense during the years ended December 31, 2023, 2022, or 2021.