GRID DYNAMICS HOLDINGS, INC.GDYN
GRID DYNAMICS HOLDINGS, INC. Stock Compensation Disclosure
Stock-based compensation
Stock-based compensation expense
Employee stock-based compensation cost recognized in the consolidated statements of income (loss) and comprehensive income/(loss) was as follows:
| Twelve months ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Cost of revenue | $ | 2,078 | $ | 1,959 | $ | 1,334 | |||||||||||
| Engineering, research, and development | 3,702 | 4,872 | 6,530 | ||||||||||||||
| Sales and marketing | 5,743 | 3,616 | 4,463 | ||||||||||||||
| General and administrative | 22,644 | 25,069 | 48,641 | ||||||||||||||
| Total stock-based compensation | $ | 34,167 | $ | 35,516 | $ | 60,968 | |||||||||||
Equity plans
2018 Stock Plan - Effective November 12, 2018, the Company adopted the 2018 Stock Option Plan. Under the terms of the 2018 Stock Plan, certain options are subject to accelerated vesting in full or by an additional 12 months as a result of business combinations. The Company is no longer issuing any awards under the 2018 Plan. All of the awards issued pursuant to the 2018 Plan expire 10 years from the date of grant.
2020 Equity Incentive Plan - Effective March 5, 2020, the board of directors approved an equity incentive plan (the “2020 Plan”). The 2020 Plan permits the Company to grant a maximum aggregate amount of 16.3 million Incentive Stock Options, Non-Statutory Stock Options (“NSOs”), Restricted Stock, Restricted Stock Units (“RSUs”), Stock Appreciation Rights, Performance Units (“PSUs”), and Performance Shares (“PSA”) (collectively, the “Awards”) to employees, directors, and consultants of the Company. The board of directors or any committee appointed by the Board has the authority to grant Awards. NSOs and RSUs issued under the 2020 Plan have the following vesting conditions: one-fourth of the NSOs will vest one year after the grant date; and thereafter one-sixteenth of the NSOs will vest each subsequent three-month anniversary.
PSUs granted in 2024 vest one-third annually over three years, capped at 280% maximum payout, and have the following performance goals and additional external modifiers:
1)Year-over-year growth in revenues for the Performance Period, expressed as a percentage increase over the previous fiscal year revenues (“Revenue Growth”), and
2)GAAP gross profit, calculated as a percentage of revenues for the Performance Period (“Contribution Margin”).
Fifty percent (50%) of the target number of performance shares granted will vest (if at all) based on the extent of achievement of the Revenue Growth for the Performance Period, and the remaining fifty percent (50%) of the target number of performance shares granted will vest (if at all) based on the extent of achievement of the Contribution Margin.
The maximum payout for the internal metrics above is capped at 200%.
External performance modifier rTSR is based on how the total shareholder return compares to the return of Russell 2000 index companies and can add up to additional 20% for shares available to vest based on the internal metrics. rCAGR modifier is based on how the compound annual revenue growth compares to the compound annual revenue growth of Russell 2000 companies and can add additional 20% for shares available to vest based on the internal performance metrics independent of rTSR.
As of December 31, 2024, 2.0 million shares of stock remained available for grant under the 2020 Plan. All of the awards issued pursuant to the 2020 Plan expire 10 years from the date of grant.
Stock options
The grant date fair value of each NSO issued under both plans was estimated on the date of grant using the Black-Scholes-Merton option pricing model. The key assumptions for the years ended December 31, 2024, 2023 and 2022 are provided in the following table.
| For the years ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Dividend yield | —% | —% | —% | ||||||||||||||
| Expected volatility | 50% | 48% | 45% | ||||||||||||||
| Risk-free interest rate | 4.27%-4.65% | 3.63%-4.84% | 1.76%-4.25% | ||||||||||||||
| Expected term in years | 6.11 | 6.11 | 6.11 | ||||||||||||||
Grant date fair value of common stock | $9.82-$13.54 | $10.07-$11.97 | $12.15-$18.88 | ||||||||||||||
The Company used a zero percent dividend yield assumption for all Black-Scholes-Merton stock option-pricing calculations. Since the Company’s shares were not publicly traded prior to the closing of our merger in March 2020 and its shares were rarely traded privately, expected volatility is estimated based on the average historical volatility of peer group entities with publicly traded shares. The risk-free rate for the expected term of the options is based on the U.S. Treasury yield at the date of grant. Expected term is estimated using the simplified method, which takes into account vesting and contractual term. The simplified method is being used to calculate expected term instead of actual data due to a lack of relevant historical data.
2018 Plan
The following table sets forth the activity for the 2018 Stock Plan for the years ended December 31, 2024, 2023 and 2022:
| Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value, thousands | Weighted Average Contractual Term (in years) | |||||||||||||||||||||||
Options outstanding as of January 1, 2022 | 1,916,101 | $ | 3.54 | $ | 65,971 | |||||||||||||||||||||
| Options exercised | (286,842) | $ | 3.54 | |||||||||||||||||||||||
| Options forfeited | (30,448) | $ | 3.54 | |||||||||||||||||||||||
Options outstanding as of December 31, 2022 | 1,598,811 | $ | 3.54 | $ | 12,279 | |||||||||||||||||||||
| Options exercised | (112,383) | $ | 3.54 | |||||||||||||||||||||||
Options outstanding as of December 31, 2023 | 1,486,428 | $ | 3.54 | $ | 14,552 | |||||||||||||||||||||
| Options exercised | (197,703) | $ | 3.54 | |||||||||||||||||||||||
| Options expired | (2,795) | $ | 3.54 | |||||||||||||||||||||||
Options outstanding as of December 31, 2024 | 1,285,930 | $ | 3.54 | $ | 24,047 | 4.06 | ||||||||||||||||||||
Options vested and exercisable as of December 31, 2024 | 1,285,930 | $ | 3.54 | $ | 24,047 | 4.06 | ||||||||||||||||||||
The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $2.1 million, $0.9 million and $3.8 million, respectively.
As of December 31, 2024, the Company fully recognized stock-based compensation costs related to 2018 Plan options.
2020 Plan
The following table summarizes option activity for the years ended December 31, 2024, 2023 and 2022 under the 2020 Plan:
| Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value, thousands | Weighted Average Contractual Term (in years) | |||||||||||||||||||||||
Options outstanding as of January 1, 2022 | 2,224,687 | $ | 12.86 | $ | 55,856 | |||||||||||||||||||||
| Options granted | 1,228,700 | $ | 14.67 | |||||||||||||||||||||||
| Options exercised | (67,593) | $ | 9.69 | |||||||||||||||||||||||
| Options forfeited | (382,183) | $ | 16.40 | |||||||||||||||||||||||
Options outstanding as of December 31, 2022 | 3,003,611 | $ | 13.22 | $ | 3,883 | |||||||||||||||||||||
| Options granted | 689,500 | $ | 11.49 | |||||||||||||||||||||||
| Options exercised | (153,302) | $ | 8.67 | |||||||||||||||||||||||
| Options forfeited | (329,889) | $ | 14.99 | |||||||||||||||||||||||
| Options expired | (44,205) | $ | 19.74 | |||||||||||||||||||||||
Options outstanding as of December 31, 2023 | 3,165,715 | $ | 12.79 | $ | 7,197 | |||||||||||||||||||||
| Options granted | 25,000 | $ | 12.65 | |||||||||||||||||||||||
| Options exercised | (186,021) | $ | 10.20 | |||||||||||||||||||||||
| Options forfeited | (164,357) | $ | 13.94 | |||||||||||||||||||||||
| Options expired | (91,946) | $ | 17.12 | |||||||||||||||||||||||
Options outstanding as of December 31, 2024 | 2,748,391 | $ | 12.75 | $ | 26,881 | 6.59 | ||||||||||||||||||||
Options vested and exercisable as of December 31, 2024 | 2,014,869 | $ | 12.25 | $ | 20,746 | 6.16 | ||||||||||||||||||||
The weighted average grant-date fair value of stock options granted during the years ended December 31, 2024, 2023 and 2022 was $6.74, $5.87 and $6.93, respectively. The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $1.2 million, $0.5 million and $0.5 million, respectively.
The total unrecognized compensation expenses related to 2020 Stock Plan options as of December 31, 2024 was $4.5 million, net of forfeitures, to be expensed on a straight-line basis over the remaining 1.8 years.
Restricted Stock Units
RSUs granted do not participate in earnings, dividends, and do not have voting rights until vested.
The following table summarizes activity of the Company’s RSUs for the years ended December 31, 2024, 2023 and 2022:
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
Unvested awards as of January 1, 2022 | 1,493,915 | $ | 8.82 | |||||||||||
| Awards granted | 1,414,925 | $ | 14.05 | |||||||||||
| Awards vested and released | (662,872) | $ | 9.26 | |||||||||||
Unvested awards as of December 31, 2022 | 2,245,968 | $ | 11.99 | |||||||||||
| Awards granted | 251,955 | $ | 11.64 | |||||||||||
| Awards vested and released | (1,663,702) | $ | 11.98 | |||||||||||
| Awards forfeited | (105,008) | $ | 11.25 | |||||||||||
Unvested awards as of December 31, 2023 | 729,213 | $ | 11.99 | |||||||||||
| Awards granted | 1,750,381 | $ | 13.46 | |||||||||||
| Awards vested and released | (613,779) | $ | 12.07 | |||||||||||
| Awards forfeited | (69,950) | $ | 12.01 | |||||||||||
Unvested awards as of December 31, 2024 | 1,795,865 | $ | 13.39 | |||||||||||
The total unrecognized compensation expenses related to 2020 Stock Plan RSUs as of December 31, 2024 was $17.5 million to be expensed on a straight-line basis over 2.3 years.
Performance Stock Units
The following table summarizes activity of the Company’s PSUs for the years ended December 31, 2024, 2023 and 2022:
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
Unvested awards as of January 1, 2022(1) | 112,085 | $ | 15.69 | |||||||||||
Awards granted | 518,938 | $ | 39.41 | |||||||||||
| Awards vested and released | (112,085) | $ | 15.69 | |||||||||||
Unvested awards as of December 31, 2022(2) | 518,938 | $ | 39.41 | |||||||||||
Awards granted | 523,938 | $ | 11.97 | |||||||||||
Performance achievement adjustment | 1,148,376 | $ | 31.31 | |||||||||||
| Awards vested | (1,335,982) | $ | 39.26 | |||||||||||
| Awards forfeited | (32,375) | $ | 11.97 | |||||||||||
Unvested awards as of December 31, 2023(3) | 822,895 | $ | 11.97 | |||||||||||
Awards granted | 1,626,600 | $ | 14.51 | |||||||||||
Performance achievement adjustment | 319,320 | $ | 14.21 | |||||||||||
Modifier adjustments | 255,456 | $ | 4.44 | |||||||||||
| Awards vested and released | (822,895) | $ | 11.97 | |||||||||||
| Awards forfeited | (30,000) | $ | 14.51 | |||||||||||
Unvested awards as of December 31, 2024(4) | 2,171,376 | $ | 13.28 | |||||||||||
__________________________
(1)Reported at the certified performance achievement at 271% of the target shares granted
(2)Reported at 100% of the target shares
(3)Reported at the certified performance achievement at 170% of the target shares granted.
(4)Reported at the estimate performance adjustment of 208% for the first tranche granted in 2024 and 100% for the remaining tranches.
The total unrecognized compensation expenses related to PSUs as of December 31, 2024 was $11.4 million to be expensed on over 1.0 years.
The fair value of vested RSUs and PSUs issued under the 2020 Plan (measured at the vesting date) for the years ended December 31, 2024, 2023 and 2022 was as follows:
| For the years ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| RSUs | $ | 7,742 | $ | 18,926 | $ | 9,982 | |||||||||||
| PSUs | $ | 11,142 | $ | 15,993 | $ | 1,650 | |||||||||||
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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.