EverCommerce Inc.EVCM
EverCommerce Inc. Stock Compensation Disclosure
Note 12. Stock-Based Compensation
In 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the granting of stock-based awards, including stock options, stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards and other stock-based awards. The 2016 Plan allowed for the granting of stock-based awards through January 17, 2027.
In connection with the Initial Public Offering (“IPO”), the Company’s Board adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO and, as a result of which, the Company can no longer make awards under the 2016 Plan. The 2021 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares initially reserved for issuance under the 2021 Plan was 22,000,000 shares, inclusive of available shares previously reserved for issuance under the 2016 Plan. In addition, the number of shares reserved for issuance under the 2021 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 3% of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Company’s Board, provided that no more than 22,000,000 shares may be issued upon the exercise of incentive stock options. Based on the number of outstanding shares of the Company’s common stock as of December 31, 2023, on January 1, 2024 the number of shares reserved for issuance under the 2021 Plan increased by 5.5 million.
In August 2024, the Company adopted a "withhold to cover" program, which allows it to withhold common stock from employees in connection with the settlement of income tax withholding obligations arising from the vesting of restricted stock unit (“RSUs”) under the 2021 Plan.
Stock options
During the years ended December 31, 2024 and 2022, the Company granted time-based and performance-based stock options to employees and directors. Time-based options granted under the 2016 Plan vest 25% after one year, and then monthly over the next three years. Time-based options granted to newly hired employees under the 2021 Plan generally vest 25% after one year and then quarterly over the next three years. The vesting schedule for options granted to existing employees provides that the options vest ratably in quarterly installments over a period of four years. Time-based options granted under both the 2016 Plan and the 2021 Plan expire 10 years from date of grant and carry an exercise price equal to the fair market value at the date of grant as determined by the Company’s Board for options granted under the 2016 Plan and an exercise price equal to the closing price of the Company’s stock at the date of grant for options granted under the 2021 Plan. The Company did not grant stock options in 2023.
The performance-based options generally carried an exercise price equal to the fair market value at the date of grant as determined by the Board and expired 10 years from date of grant. For options outstanding following the IPO, there was a market condition based on the Company achieving a volume weighted average stock price ranging from $27.41 to $36.54 through June 2023, none of which vested. To date, $17.4 million of stock-based compensation expense has been recognized related to the market condition-based options.
The relevant data used to determine the value of the stock options is as follows:
December 31, | |||||||||||||||||
2024 | 2023(1) | 2022 | |||||||||||||||
| Weighted-average risk-free interest rate | 1.89% | N/A | 1.82% | ||||||||||||||
| Expected term in years | 6.1 | N/A | 6.1 | ||||||||||||||
| Weighted-average expected volatility | 50% | N/A | 50% | ||||||||||||||
| Expected dividends | 0% | N/A | 0% | ||||||||||||||
(1) There were no stock options granted during 2023.
A summary of stock option activity for the year ended December 31, 2024 is as follows:
| Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | ||||||||||||||||||||
(in thousands except for exercise price and term in years) | |||||||||||||||||||||||
Outstanding balance at January 1, 2024 | 13,337 | $ | 10.03 | 6.27 | $ | 22,578 | |||||||||||||||||
| Granted | 2,300 | 10.87 | |||||||||||||||||||||
| Exercised | (653) | 6.30 | |||||||||||||||||||||
Cancelled | (496) | 13.19 | |||||||||||||||||||||
Outstanding balance at December 31, 2024 | 14,488 | $ | 10.17 | 4.97 | $ | 19,294 | |||||||||||||||||
Exercisable at December 31, 2024 | 11,745 | $ | 9.96 | 4.44 | $ | 19,072 | |||||||||||||||||
The weighted-average grant date fair value of time-based stock options granted was $5.31, nil, and $5.76 for the years ended December 31, 2024, 2023 and 2022, respectively. The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $2.8 million, $2.2 million and $2.3 million, respectively. Compensation expense of $5.8 million, $11.5 million and $19.3 million was recognized in stock-based compensation for the years ended December 31, 2024, 2023 and 2022, respectively. The unrecognized compensation expense associated with outstanding time-based stock options at December 31, 2024 was $8.7 million, which is expected to be recognized over a weighted average period of 2.85 years.
Restricted Stock Units
During the years ended December 31, 2024, 2023 and 2022, the Company issued time vesting RSUs. The vesting schedule for awards granted to newly hired employees provides that the awards vest over a four-year period starting on the grant date, with 25% of the awards vesting on the one-year anniversary, and then in equal quarterly installments for the subsequent three years. The vesting schedule for awards granted to existing employees provides that the awards vest ratably in quarterly installments over a period of four years. The Company records compensation expense for these awards on a straight-line basis, which approximates the service period. Compensation expense of $19.7 million, $12.8 million and $6.0 million related to these awards was recognized in the statements of operations and comprehensive loss for the years ended December 31, 2024, 2023 and 2022, respectively. The unrecognized compensation expense associated with the RSUs at December 31, 2024 was $35.2 million, which is expected to be recognized over a weighted average period of 2.74 years.
The summary of time vesting restricted stock units activity for the year ended December 31, 2024 is as follows:
Number of Units | Weighted-Average Grant Date Fair Value | ||||||||||
| (in thousands except for fair value) | |||||||||||
Unvested, restricted stock units at January 1, 2024 | 3,337 | $ | 10.70 | ||||||||
| Granted | 3,408 | 9.92 | |||||||||
| Vested | (1,789) | 10.72 | |||||||||
| Forfeited | (1,055) | 10.04 | |||||||||
Unvested, restricted stock units at December 31, 2024 | 3,901 | $ | 10.18 | ||||||||
2021 Employee Stock Purchase Plan
In connection with the IPO, the Company’s Board adopted the 2021 Employee Stock Purchase Plan. The ESPP is designed to allow eligible employees to purchase shares of our common stock, at periodic intervals, with their accumulated payroll deductions. The aggregate number of shares of common stock that were initially reserved for issuance under the ESPP is equal to the sum of (i) 4,500,000 shares and (ii) an annual increase on the first day of each calendar year beginning in 2022 and ending in and including 2031 equal to the lesser of (A) one percent (1%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board; provided that in no event will more than 60,000,000 shares of our common stock be available for issuance under the ESPP. Compensation expense of $1.0 million, $1.3 million and $1.5 million related to the ESPP was recognized in the statements of operations and comprehensive loss for the years ended December 31, 2024, 2023 and 2022, respectively.
Stock-based Compensation Expense
Stock-based compensation expense was classified in the accompanying consolidated statements of operations and comprehensive loss as follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Cost of revenues | $ | 461 | $ | 464 | $ | 373 | |||||||||||
| Sales and marketing | 1,184 | 1,672 | 1,503 | ||||||||||||||
| Product development | 2,055 | 2,273 | 1,854 | ||||||||||||||
| General and administrative | 22,791 | 21,150 | 23,088 | ||||||||||||||
| Total stock-based compensation expense | $ | 26,491 | $ | 25,559 | $ | 26,818 | |||||||||||
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.