v3.22.2.2
Equity Incentive Plans
9 Months Ended
Nov. 06, 2022
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans Equity Incentive Plans
Equity Incentive Plans
We maintain two equity incentive plans: the 2009 Equity Incentive Plan (the 2009 Plan) and the 2015 Equity Incentive Plan (the 2015 Plan). The 2015 Plan serves as the successor to our 2009 Plan and provides for grants of incentive stock options to our employees and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance stock awards, performance cash awards, and other forms of stock awards to our employees, directors and consultants. Our equity awards generally vest over a two to four year period and expire no later than ten years from the date of grant.
We net-share settle equity awards held by certain employees by withholding shares upon vesting to satisfy tax withholding obligations. The shares withheld to satisfy employee tax withholding obligations are returned to our 2015 Plan and will be available for future issuance. Payments for employees’ tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as a financing activity in our condensed consolidated statements of cash flows.
2015 Amended and Restated Employee Stock Purchase Plan
Under our Amended and Restated 2015 Employee Stock Purchase Plan (2015 ESPP), our board of directors (or a committee thereof) has the authority to establish the length and terms of the offering periods and purchase periods and the purchase price of the shares of common stock which may be purchased under the plan. The current offering terms allow eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 30% of their eligible compensation, subject to a cap of 3,000 shares on any purchase date, a dollar cap of $7,500 per purchase period, or $25,000 in any calendar year (as determined under applicable tax rules). The current terms also allow for a 24-month offering period beginning March 16th and September 16th of each year, with each offering period consisting of four 6-month purchase periods, subject to a reset provision. Further, currently, on each purchase date, eligible employees may purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock (1) on the first trading day of the applicable offering period or (2) the purchase date.
Under the reset provision currently authorized, if the closing stock price on the offering date of a new offering falls below the closing stock price on the offering date of an ongoing offering, the ongoing offering would terminate immediately following the purchase of ESPP shares on the purchase date immediately preceding the new offering and participants in the terminated offering would automatically be enrolled in the new offering (ESPP reset), resulting in a modification charge to be recognized over the new offering period. An ESPP reset occurred during the third quarter of fiscal 2023, and $10.4 million relating to this modification is being recognized over the new offering period ending September 15, 2024.
Stock-based compensation expense related to our 2015 ESPP was $8.9 million and $5.5 million during the third quarter of fiscal 2022 and 2023, and $25.3 million and $17.3 million during the first three quarters of fiscal 2022 and 2023. At the end of the third quarter of fiscal 2023, total unrecognized stock-based compensation cost related to our 2015 ESPP was $37.8 million, which is expected to be recognized over a weighted-average period of 1.8 years.
Stock Options
A summary of the stock option activity under our equity incentive plans and related information is as follows:
 
 Options Outstanding
 Number of
Shares
Weighted-
Average
Exercise Price
Weighted-
Average
Remaining
Contractual Life (In Years)
Aggregate
Intrinsic
Value (in thousands)
Balance at the end of fiscal 202212,268,938 $10.25 3.5$198,266 
Options exercised(2,316,226)8.26   
Options forfeited(11,137)1.82   
Balance at the end of the third quarter of fiscal 2023
9,941,575 $10.73 2.8$195,398 
Vested and exercisable at the end of the third quarter of fiscal 2023
9,656,378 $10.94 2.7$187,290 
 
The aggregate intrinsic value of options vested and exercisable at the end of the third quarter of fiscal 2023 is calculated based on the difference between the exercise price and the closing price of $30.34 of our common stock on the last day of the third quarter of fiscal 2023.
Stock-based compensation expense recognized related to stock options was $1.7 million and $1.2 million during the third quarter of fiscal 2022 and 2023, and $6.0 million and $4.0 million during the first three quarters of fiscal 2022 and 2023.
At the end of the third quarter of fiscal 2023, total unrecognized employee stock-based compensation cost related to outstanding options was $3.4 million, which is expected to be recognized over a weighted-average period of 1.2 years.
RSUs and Performance RSUs (PRSUs)
A summary of the RSU and PRSU activity under our equity incentive plans and related information is as follows:
 Number of
RSUs and PRSUs Outstanding
Weighted-
Average
Grant Date
Fair Value
Aggregate
Intrinsic
Value (in thousands)
Unvested balance at the end of fiscal 202228,712,878 $19.53 $757,446 
Granted
13,297,023 29.96 
Vested(10,632,285)19.75 
Forfeited(2,950,347)21.58 
Unvested balance at the end of the third quarter of fiscal 2023
28,427,269 $24.11 $862,824 
RSUs granted during the first three quarters of fiscal 2023 include PRSUs for 1,147,187 shares of common stock, at a target percentage of 100%, with both performance and service vesting conditions. The actual PRSUs earned will range from 0% to 150% of the target number granted, contingent upon the degree to which the fiscal 2023 performance condition is met. Any portion of shares that are not earned will be canceled. In addition, during the first quarter of fiscal 2023, we issued 647,586 PRSUs and canceled 34,960 PRSUs based on the actual attainment of fiscal 2022 performance conditions for previously issued PRSUs, with these PRSUs issued subject to service condition through the remaining vesting periods.
Stock-based compensation expense recognized related to RSUs and PRSUs was $65.0 million and $80.3 million during the third quarter of fiscal 2022 and 2023, and $174.9 million and $223.8 million during the first three quarters of fiscal 2022 and 2023. At the end of the third quarter of fiscal 2023, total unrecognized employee stock-based compensation cost related to unvested RSUs and PRSUs was $620.2 million, which is expected to be recognized over a weighted-average period of 2.8 years.
Restricted Stock
A summary of the restricted stock activity under our 2015 Plan and related information is as follows:
 Number of
Restricted Stock Outstanding
Weighted-
Average
Grant Date
Fair Value
Aggregate
Intrinsic
Value (in thousands)
Unvested balance at the end of fiscal 202254,977 $20.02 $1,450 
Vested(54,977)20.02 
Forfeited— — 
Unvested balance at the end of the third quarter of fiscal 2023
— $— $— 
Stock-based compensation expense recognized related to restricted stock was not considered material for all periods presented.
Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense recognized in the condensed consolidated statements of operations (in thousands):
 
 
Third Quarter of Fiscal
First Three Quarters of Fiscal
 2022202320222023
Cost of revenue—product$1,634 $2,984 $4,547 $7,454 
Cost of revenue—subscription services5,555 5,814 15,098 16,978 
Research and development
36,797 42,390 102,343 120,482 
Sales and marketing19,151 18,441 54,317 54,740 
General and administrative12,863 17,350 31,458 45,460 
Total stock-based compensation expense$76,000 $86,979 $207,763 $245,114 
The tax benefit related to stock-based compensation expense for all periods presented was not material.