Viant Technology Inc.DSP
Viant Technology Inc. Stock Compensation Disclosure
Stockholders' Equity
The aggregate maximum number of shares of the Company’s Class A common stock that may be issued pursuant to stock awards under the LTIP (the "Share Reserve") was 11,787,112 shares of Class A common stock as of the time of the adoption. The Share Reserve automatically increases on January 1 of each year, commencing on January 1, 2022 and ending with a final increase on January 1, 2031 in an amount equal to 5% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; provided, however, that the Company’s board of directors may provide that there will not be a January 1 increase in the Share Reserve in a given year or that the increase will be less than 5% of the shares of capital stock outstanding on the preceding December 31.
The Company is authorized to grant RSUs, incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, and performance stock awards under the LTIP. As of December 31, 2024, the Company had currently only granted RSUs and nonqualified stock options. Under the LTIP, 5.5 million shares of Class A common stock remained available for grant as of December 31, 2024.
Stock-based compensation recorded in the consolidated statements of operations was as follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Platform operations | $ | 2,114 | $ | 4,104 | $ | 4,761 | |||||||||||
| Sales and marketing | 4,238 | 9,729 | 9,010 | ||||||||||||||
| Technology and development | 2,717 | 5,752 | 5,323 | ||||||||||||||
| General and administrative | 11,965 | 12,706 | 9,807 | ||||||||||||||
| Total | $ | 21,034 | $ | 32,291 | $ | 28,901 | |||||||||||
RSUs
The following summarizes RSU activity:
| Number of Shares (in thousands) | Weighted- Average Grant-Date Fair Value | ||||||||||
| RSUs outstanding as of December 31, 2023 | 3,647 | $ | 6.03 | ||||||||
| Granted | 3,237 | 11.42 | |||||||||
| Vested | (2,132) | 7.49 | |||||||||
| Canceled/forfeited | (293) | 8.57 | |||||||||
| RSUs outstanding as of December 31, 2024 | 4,459 | $ | 9.08 | ||||||||
The total fair value of RSUs, as of their respective vesting dates, during the year ended December 31, 2024 was $23.8 million. As of December 31, 2024, the Company had unrecognized stock-based compensation relating to RSUs of approximately $34.4 million, which is expected to be recognized over a weighted-average period of 1.8 years.
Nonqualified Stock Options
The following summarizes nonqualified stock option activity:
| Number of Options (in thousands) | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (in thousands)(1) | ||||||||||||||||||||
| Outstanding as of December 31, 2023 | 5,736 | $ | 5.41 | 8.6 | $ | 8,807 | |||||||||||||||||
| Granted | 516 | 9.92 | |||||||||||||||||||||
| Exercised | (990) | 4.93 | |||||||||||||||||||||
| Canceled | (127) | 5.74 | |||||||||||||||||||||
| Expired | (7) | 12.67 | |||||||||||||||||||||
| Outstanding as of December 31, 2024 | 5,128 | $ | 5.94 | 7.6 | $ | 66,959 | |||||||||||||||||
| Vested and exercisable | 3,344 | $ | 5.63 | 7.5 | $ | 44,674 | |||||||||||||||||
(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2024 and December 31, 2023.
The weighted-average grant date fair value of the nonqualified stock options granted during the years ended December 31, 2024, 2023 and 2022 was $6.67, $3.20 and $3.50, respectively. The total intrinsic value of options exercised during the year ended December 31, 2024 was $10.8 million and were de minimis for the years ended December 31, 2023 and 2022.
The Company had unrecognized stock-based compensation relating to unvested nonqualified stock options of approximately $6.9 million, which is expected to be recognized over a weighted-average period of 1.4 years as of December 31, 2024.
The assumptions used in the Black-Scholes model to determine the fair value of nonqualified stock options were as follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Risk-free interest rate | 4.1 | % | 3.8% - 4.3% | 1.4% - 2.8% | |||||||||||||
| Expected volatility | 74.4 | % | 75.8% - 81.5% | 61.5% - 62.7% | |||||||||||||
| Expected term (in years) | 5.8 | 6.0 - 6.1 | 5.9 - 6.0 | ||||||||||||||
| Expected dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | |||||||||||
Risk-Free Interest Rate. The Company bases the risk-free interest rate assumption for equity awards on the rates for U.S. Treasury securities with maturities similar to those of the expected term of the award being valued.
Expected Volatility. Due to the limited trading history of the Company’s Class A common stock, the expected volatility assumption is based on both the volatility of a peer group of similar companies whose share prices are publicly available as well as the historical volatility of the Company's daily stock prices. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available.
Expected Term. Given the insufficient historical data relating to nonqualified stock option exercises, the expected term assumption is based on the simplified method, which uses the midpoint of the weighted-average vesting period and the contractual term. The Company will continue to apply this process until a sufficient amount of historical information regarding the Company’s nonqualified stock option exercises becomes available.
Expected Dividend Yield. The Company’s expected dividend yield assumption is zero as it has never paid dividends and has no present intention to do so in the future.
Stock Repurchase Program
On April 23, 2024, the Company's board of directors approved a stock repurchase program with authorization to purchase up to $50 million in shares of the Company's Class A common stock or Class B units of Viant Technology LLC. As of December 31, 2024, $28.3 million remained available under the stock repurchase program.
The Company may make repurchases under the program, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, timing, and manner of any repurchases will be determined at the Company's discretion, subject to general market conditions, as well as the Company's management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The stock repurchase program does not obligate the Company to repurchase any specific number of shares of Class A common stock or Class B units, has no time limit, and may be modified, suspended, or discontinued at any time without notice, at the discretion of the board of directors. The Company expects to fund repurchases from existing cash and cash equivalents, short-term investments and/or future cash flows.
Shares of Class A common stock and Class B units repurchased by the Company under the stock repurchase program were as follows (in thousands):
| Year Ended December 31, 2024 | |||||||||||
Shares(1) | Amount(2) | ||||||||||
| Class A common stock repurchases | 1,766 | $ | 21,715 | ||||||||
| Class B unit repurchases | — | — | |||||||||
| Total repurchases | 1,766 | $ | 21,715 | ||||||||
(1)Shares repurchased include unsettled repurchases as of December 31, 2024.
(2)Amount includes costs associated with the repurchase such as commissions.
Issuance of Shares
Upon vesting of shares under the LTIP, the Company will issue treasury stock. If treasury stock is not available, newly issued stock will be issued.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.