ForgeRock, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Stock-based Compensation

Stock-based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

A summary of the Company’s stock-based compensation expense as recognized on the condensed consolidated statements of operations is presented in thousands below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue	$	657	$	26	$	1,789	$	193
Research and development	1,632		564		4,685		1,058
Sales and marketing	2,798		1,078		7,859		2,046
General and administrative	2,638		1,441		7,822		3,099
Total stock-based compensation expense	$	7,725	$	3,109	$	22,155	$	6,396

2021 Equity Incentive Plan

In September 2021, the Company’s board of directors adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to the 2012 Equity Incentive Plan (the “2012 Plan”) with the purpose of granting stock-based awards to employees, directors, officers and consultants such as stock options, restricted stock awards and restricted stock units (“RSUs”). The Company’s compensation committee administers the 2021 Plan. A total of 7,276,000 shares of Class A common stock were initially available for issuance under the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan include a number of shares of Class A common stock equal to the number of shares of Class B common stock subject to awards granted under the 2012 Plan that, on or after the termination of the 2012 Plan, expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to the terms described in this sentence is 14,913,309 shares). The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan is subject to an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the lesser of: (i) 8,085,000 shares; (ii) 5% of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding year; or (iii) such other amount as the Company’s board of directors may determine.

2012 Equity Incentive Plan

The 2012 Plan, which was amended in March 2021, was terminated in September 2021, in connection with the adoption of the 2021 Plan, and stock-based awards are no longer granted under the 2012 Plan. However, the 2012 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. As of September 30, 2022, the Company has not issued any stock appreciation rights.

2021 Employee Stock Purchase Plan

In September 2021, the Company’s board of directors adopted and the stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective concurrent with the completion of the IPO, and established an initial reserve of 1,617,000 shares of common stock. The 2021 ESPP provides for annual increases in the number of shares available for issuance on the first day of each fiscal year beginning on January 1, 2022, equal to the lesser of: (i) 1,617,000 shares; (ii) 1% of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding year; or (iii) such other amount determined by the plan administrator. As of September 30, 2022, 292,531 shares had been purchased under the 2021 ESPP.

Except for the initial offering period, the ESPP provides for a 12-month offering period beginning November 15 and May 15 of each year, and each offering period will consist of two six-month purchase periods. The initial offering period began on October 1, 2021 and will end on November 15, 2022. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s common stock on the offering date, or (2) the fair market value of its common stock on the purchase date. If such fair market value decreases from the offering date to the applicable purchase date, the offering period will terminate after the purchase of shares and all participants will be automatically enrolled in the next offering period (a “rollover event”). The initial offering period began on October 1, 2021 and ended on May 15, 2022 after the first purchase was completed as a result of a rollover event.

As per the Agreement and Plan of Merger (the “Merger Agreement”) entered on October 10, 2022 (see “Subsequent Events” Footnote 15) the last purchase under the 2021 ESPP will occur on November 15, 2022 and the Company will terminate the 2021 ESPP with no further rights being granted or exercised under the 2021 ESPP thereafter. Refer to Footnote 15 - Subsequent Events for further discussion around the Merger.

Restricted Stock Units

The Company grants RSUs that generally vest over four years for our employees and one to three years for our non-employee directors. The total grant date fair value of RSUs granted during the nine months ended September 30, 2022 was $43.3 million. There were no RSUs granted during the nine months ended September 30, 2021.

A summary of the Company’s unvested RSUs and activity for the nine months ended September 30, 2022 is as follows:


	Shares	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2021	1,702,724	$	27.49
Granted	2,854,131	15.17
Vested	(35,159)	26.11
Canceled	(284,173)	18.56
Outstanding at September 30, 2022	4,237,523	19.80

As of September 30, 2022, there was $70.1 million of total unrecognized compensation, which will be recognized over the remaining weighted-average vesting period of 3.1 years using the straight-line method.

Stock Options

A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2022 is as follows:


	Number of Awards Outstanding	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2021	14,219,587	$	5.10	6.4	$	306,981

Options exercised	(2,249,237)	1.76
Options forfeited	(303,806)	7.41
Balance at September 30, 2022	11,666,544	5.69		6.3	109,159
As of September 30, 2022:

Vested and exercisable	8,853,225	4.31		5.8	92,011

As of September 30, 2022, there was $16.6 million of unrecognized compensation expense related to non-vested stock options granted under the Plan. That expense is expected to be recognized over a weighted-average period of 1.9 years. No stock options were granted during the nine months ended September 30, 2022.