v3.26.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
In May 2025, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan (as so amended and restated, the “Amended 2015 Plan”). As of September 30, 2026, the aggregate number of shares remaining available for future grants under the Amended 2015 Plan was 10,288,264. The Amended 2015 Plan provides for the grant of stock-based awards, including nonqualified stock options, incentive stock options, restricted stock, RSUs, stock appreciation rights, and other equity securities to employees, consultants, and non-employee directors of the Company and its affiliated entities. The number of shares of common stock available for issuance under the Amended 2015 Plan is reduced by (i) one share for each share of common stock issued pursuant to an appreciation award, such as a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant, and (ii) 1.8 shares for each share of common stock issued pursuant to any stock award that is not an appreciation award, also known as a “full value award.” The Amended 2015 Plan allows the Company to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of the Company’s stockholders. The Company accounts for stock-based compensation at fair value.
Restricted Stock Units
The Company’s RSUs are classified as equity awards because the RSUs will be settled in the Company’s common stock upon vesting. The fair value of the RSUs is determined at the grant date based on the closing price of the Company’s common stock on the date of grant. The related compensation expense is recognized over the service period, or shorter periods based on the retirement eligibility of certain grantees, based on the grant date fair value of the Company’s common stock and the number of shares expected to vest. The fair value of the awards is not remeasured at the end of each reporting period. RSUs do not carry voting rights until the RSUs are vested, although certain unvested RSUs and vested but unsettled RSUs granted to non-employee directors are entitled to accrue dividend equivalent rights, and shares (including additional shares issuable upon satisfaction of any accrued dividend equivalent rights) are issued upon settlement in accordance with the terms of the award.
The following tables summarize the Company’s RSU activity:
Shares Underlying RSUsWeighted-
Average
Grant Date
Fair Value
Per RSU
(In thousands)
Outstanding at December 31, 20254,049 $29.45 
Granted2,272 26.55 
Forfeited(255)28.01 
Released(1,784)33.14 
Outstanding at September 30, 20264,282 $26.44 
Vested and unreleased at September 30, 2026 (1)
612 

Shares Underlying RSUsWeighted-
Average
Grant Date
Fair Value
Per RSU
(In thousands)
Outstanding at December 31, 20243,870 $32.56 
Granted2,163 30.89 
Forfeited(188)37.20 
Released(1,690)35.09 
Outstanding at September 30, 20254,155 $30.45 
Vested and unreleased at September 30, 2025 (1)
560 
(1)     These RSUs were granted to the members of the Company’s Board of Directors as a part of their compensation for board and committee service and had vested but had not yet settled, meaning that the underlying shares of common stock had not been issued and released.
Service-Based RSUs
The majority of the annual compensation the Company provides to non-employee members of its Board of Directors is paid in the form of RSUs. In addition, some members of the Company’s Board of Directors may elect to receive their cash retainers, or a portion thereof, in the form of RSUs. An aggregate amount of approximately 131,000 and 81,000 service-based RSUs were granted to the non-employee members of the Company’s Board of Directors as a result of these payments and elections during the nine months ended September 30, 2026 and 2025, respectively, with an estimated grant date fair value of $2.6 million and $2.4 million, respectively.
During the nine months ended September 30, 2026 and 2025, the Company granted approximately 2,130,000 and 1,272,000 service-based RSUs, respectively, to its employees, with an estimated aggregate grant date fair value of $57.3 million and $38.9 million, respectively. The increase in service-based RSUs to employees resulted primarily from a change in executive compensation, a portion of which was previously granted in performance-based RSUs.
In 2026, the RSUs granted to executives were entirely for service and vest over five years, with 20% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. Since 2024, the RSUs granted to employees for service, except for executive employees in 2026, generally vest over three years, with 34% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. RSUs granted prior to March 2024 generally vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. The RSUs granted to non-employee members of the Board of Directors generally vest in full on the first anniversary of the grant date. The RSUs granted to non-employee consultants generally vest 50% on the first anniversary of the grant date, with the remaining 50% vesting quarterly thereafter through the second anniversary of the grant date.
Performance-Based RSUs
In March 2025, the Company granted approximately 534,000 annual incentive, performance-based RSUs to the Company’s executives and employees (the “Bonus RSUs”), with an estimated grant date fair value of $16.9 million. Vesting of the Bonus RSUs was dependent upon the Company’s achievement of defined performance goals over the fiscal year. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. The level of achievement of performance goals was determined by the compensation
committee of the Company’s Board of Directors and substantially all of the Bonus RSUs granted in March 2025 vested in March 2026.
Additionally, in March 2025, the Company granted approximately 269,000 long-term, performance-based RSUs to the Company’s executives (the “Executive RSUs”), with an estimated aggregate grant date fair value of $8.5 million. Vesting of the Executive RSUs is dependent upon the Company’s achievement of defined performance goals over a two-year period (the year of grant and the following year). The vesting of the Executive RSUs granted in March 2025 will range from 0% to 200% of the number of shares underlying the Executive RSUs granted based on the level of achievement of the performance goals. If the Company achieves the performance goals for the Executive RSUs at the end of the two-year performance period, 50% of the number of Executive RSUs earned based on performance will then vest on the second anniversary of the grant date, and the remaining 50% will then vest on the third anniversary of the grant date, subject to the executive’s continued service as of the vesting date, which may be accelerated based on the retirement eligibility of the grantees. In March 2026 and 2025, approximately 52,000 and 23,000 shares underlying Executive RSUs granted in March 2024 and 2023, respectively, were forfeited as a result of performance targets not being fully achieved for the performance periods ended December 31, 2025 and 2024, respectively.