Equity Based Awards
|3 Months Ended|
Mar. 31, 2022
|Share-based Payment Arrangement [Abstract]|
|Equity Based Awards||
Note 10. Equity Based Awards
On July 13, 2021, the Company’s stockholders approved the Markforged Holding Corporation 2021 Stock Option and Incentive Plan (“2021 Plan”) and the Markforged Holding Corporation 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of March 31, 2022, 20,974,419 and 4,700,000 shares of common stock were available for issuance under the 2021 Plan and 2021 ESPP, respectively.
Under the 2021 Plan, the Company can grant stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, cash-based awards, and dividend equivalent rights. The 2021 Plan provides that an additional number of shares of common stock will automatically be added to the shares of common stock authorized for issuance under the 2021 Plan on January 1 of each year. The number of shares of common stock added each year will be equal to (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser amount as determined by the Company’s Board of Directors.
The 2021 ESPP allows eligible employees to authorize payroll deductions between 1% and 15% of the base salary or wages, up to $25,000 annually, to be applied toward the purchase of shares of the Company’s common stock occurring at offering periods determined by the Company. At each offering period, the eligible employee will have the option to acquire common stock at a discount of up to 15% of the lesser of the Company’s common stock on (i) the first trading day of the offering period or (ii) the last day of the offering period. The offering periods under the 2021 ESPP are not to exceed 27 months between periods. On January 1 of each subsequent year under the plan, the number of shares available for issuance under the plan will be increased by the lesser of (i) 4,700,000 shares of common stock, (ii) one percent of the number of shares of common stock issued and outstanding as of December 31 of the immediately preceding year, or (iii) number of shares of common stock determined by the Company. During the three
months ended March 31, 2022 the Company did not recognize stock compensation expense related to the 2021 ESPP as there were no grants under the 2021 ESPP.
Pursuant to the 2021 Plan and 2021 ESPP, the Company registered 9,299,653 and 1,859,930 shares of common stock, respectively, effective April 5, 2022, for the year ended December 31, 2021.
Legacy Markforged's 2013 Stock Plan (the “2013 Plan”) was terminated at the Closing and no further awards will be granted thereunder. The 2013 Plan was terminated at Closing and all outstanding awards became outstanding under the 2021 Plan. Option activity under the plan for the year to date period ending March 31, 2022 is as follows:
The aggregate intrinsic value of stock options outstanding at March 31, 2022 was $29.9 million. As of March 31, 2022, the Company had 14,509,121 options vested and expected to vest.
Additional information regarding the exercise of stock options is as follows:
In the three months ended March 31, 2022 and 2021, the Company did not grant any options to purchase shares of Common Stock.
Restricted Stock Units
During the three months ended March 31, 2022, the Company awarded RSUs to newly hired employees and continuing employees. The fair value per share of these awards was determined based on the fair market value of our stock on the date of the grant and is being recognized as stock-based compensation expense over the requisite service period. The following table summarizes the RSU activity for the three months ended March 31, 2022:
Stock-Based Compensation Expense
The Company recorded compensation expense related to options and RSUs of $4.3 million and $1.2 million for the three months ended March 31, 2022 and 2021, respectively .Total unrecognized stock-based compensation expense for the RSUs outstanding was $29.4 million at March 31, 2022, which is expected to be recognized over a weighted-average period of 3.3 years.
Total unrecognized stock-based compensation expense for the options outstanding was $7.9 million at March 31, 2022, which is expected to be recognized over a weighted-average period of 2.2 years.
During the three months ended March 31, 2022, the Company recognized stock-based compensation expense related to the Markforged Earnout of $1.1 million. The unrecognized compensation expense related to the Markforged Earnout is $6.5 million and will be recognized over a remaining period of no more than 3.3 years, dependent on when vesting conditions are met.
The stock-based compensation expense for stock-based awards and earnout shares were recognized in the following captions within the consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2022 and 2021:
The entire disclosure for share-based payment arrangement.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef