Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.22.4
Stock-Based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Restricted Common Stock, Stock Options, Restricted Stock Units ("RSUs") and Warrants

Note 17. Stock-Based Compensation

In October 2019, the Company’s stockholders approved the 2019 Equity Incentive Plan.  The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, employees, and consultants in the form of restricted stock awards or stock options that settled in shares of the Company’s common stock upon vesting. 3.6 million shares of common stock were initially reserved for issuance.

In November 2020, the Company’s stockholders approved the First Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 3.5 million shares.

In October 2021, the Company’s stockholders approved the Second Amendment to the 2019 Equity Inventive Plan, which increased the shares of common stock reserved for issuance by 4.4 million shares.

In July 2022, the Company’s stockholders approved the Third Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 10.0 million shares.

As of December 31, 2022, the Company had 2,895,050 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.

Stock-based Compensation

The following table presents stock-based compensation expense by category:

Years Ended December 31, 

    

2022

    

2021

    

2020

Performance-based stock awards

$

16,444

$

63,556

$

Service-based stock awards

8,111

4,935

3,407

Total stock-based compensation

$

24,555

$

68,491

$

3,407

Stock-based compensation expense is recognized within Selling, general and administrative on the Consolidated Statements of Operations.

All restricted stock awards granted prior to January 1, 2022, and some granted during the year ended December 31, 2022, were granted in the form of Restricted Stock Units (“RSUs”). During the year ended December 31, 2022, all outstanding RSUs were converted into an equivalent number of Restricted Stock Awards (“RSAs”), with substantially the same terms as the RSUs they replaced. RSAs differ from RSUs in that outstanding RSAs have voting rights equivalent to the Company’s common stock and are recognized as outstanding common stock.  

Restricted Common Stock Awards

Performance-based awards

Performance-based awards vest over a three-year performance period upon the successful completion of specified milestones related to added infrastructure capacity and Adjusted EBITDA through December 31, 2023.

The following table presents a summary of the Company’s performance-based awards activity:

Weighted Average

Grant-Date

    

Number of Shares

    

Fair Value

RSU Balance as of January 1, 2022

3,404,585

$

36.68

RSUs Granted

1,412,299

$

10.66

RSUs Vested

(577,507)

$

35.21

RSUs Forfeited

(406,439)

$

34.96

RSUs converted to RSAs

(3,832,938)

$

28.75

RSU Balance as of December 31, 2022

RSUs converted to RSAs

3,832,938

$

28.75

RSAs Granted

 

245,266

$

6.83

RSAs Vested

 

(151,702)

$

6.83

RSAs Forfeited

(7,567)

$

6.39

RSA Balance as of December 31, 2022

 

3,918,935

$

31.05

During the year ended December 31, 2021, the Company granted 4,033,159 performance-based awards with a grant date fair value of $148.0 million. During the year ended December 31, 2020, no performance-based awards were awarded.

As of December 31, 2022, there was approximately $11.6 million of unrecognized compensation cost related to the performance-based awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately 6 months.

Service-based awards

Service-based awards generally vest over a one-to-two-year service period.

The following table presents a summary of the Company’s service-based awards activity:

Weighted Average

Grant-Date

    

Number of Shares

    

Fair Value

RSU Balance as of January 1, 2022

610,561

$

5.93

RSUs Granted

 

922,552

$

6.89

RSUs Vested

 

(808,071)

$

7.91

RSUs Forfeited

(22,514)

$

9.11

RSUs converted to RSAs

(702,528)

$

8.20

RSU Balance as of December 31, 2022

RSUs converted to RSAs

702,528

$

8.20

RSAs Granted

10,310,115

$

6.73

RSAs Vested

(154,499)

$

6.83

RSAs Forfeited

(2,002,400)

$

6.33

RSA Balance as of December 31, 2022

 

8,855,744

$

6.84

During the year ended December 31, 2021, the Company awarded 212,189 service-based awards with a grant date fair value of $7.1 million. During the year ended December 31, 2020, the Company awarded 1,544,359 service-based awards with a grant date fair value of $2.0 million.

As of December 31, 2022, there was approximately $50.7 million of unrecognized compensation cost related to the service-based awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately 10 months.