Annual report pursuant to Section 13 and 15(d)

Restricted Stock Units

v3.20.4
Restricted Stock Units
12 Months Ended
Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Restricted Stock Units

22. RESTRICTED STOCK UNITS (RSUs)

In December 2019, RSUs were granted to certain employees, directors and advisory board members of the Company for a total of 3,336,095 RSUs shares with an aggregate grant date fair value of $27.5 million, based on a per share grant date fair value of $8.25. In particular:

 

The Board of Directors adopted a form of Restricted Stock Unit award Agreement and granted to certain employees of the Company or its subsidiaries (i) 931,243 RSUs that vest in one year from the grant date, (ii) 124,723 RSUs that vest upon the final determination, if any, that the Business Combination’s definition of 2019 targeted adjusted EBITDA is achieved, and (iii) 124,718 RSUs that vest upon the final determination, if any, that the Business Combination’s definition of 2020 targeted adjusted EBITDA is achieved.

 

The Board of Directors of the Company granted to certain employees, directors and advisory board members of the Company a total of 2,020,411 RSUs. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vested on February 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from February 1, 2021.

 

The Board of Directors of the Company and certain advisory board members were granted a total of 135,000 RSUs. These RSUs have no performance conditions and vested 40% on February 1, 2020 with the remaining RSUs vesting ratably over the subsequent three quarters.

On March 24, 2020, the Board’s Compensation Committee approved the grant of 113,506 RSUs to a new manager of the Company. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vested on February 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from February 1, 2021.

In May 2020, the Board’s Compensation Committee approved the grant of 447,714 RSUs to three new managers and two new advisory board members of Kaleyra. These RSUs have no performance conditions and vest as follows:

435,714 RSUs under this vesting timeline: (i) 25% of the shares vest on May 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from May 1, 2021;

8,000 RSUs vested on August 1, 2020 and 4,000 RSUs on November 1, 2020.

On August 6, 2020, the Board’s Compensation Committee approved the grant of 500,200 RSUs to sixty-nine employees of the Company as part of Kaleyra’s retention plan. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vest on August 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from August 1, 2021.

On November 5, 2020, the Board’s Compensation Committee approved the grant of 233,810 RSUs to twenty-five employees of the Company, five directors and four advisory board members of Kaleyra. These RSUs have no performance conditions and vest as follows:

66,000 RSUs under this vesting timeline: (i) 25% of the shares vest on November 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from November 1, 2021;

167,810 RSUs vest in four equal quarterly installments starting from February 1, 2021.

On December 16, 2020, the Board’s Compensation Committee approved the grant of 95,500 RSUs to eleven employees of the Company. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vest on February 1, 2022 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from February 1, 2022.

The following table sets forth the activity in the number of outstanding RSUs for the year ended December 31, 2020:

 

 

 

Number of shares

 

 

Weighted-average

grant date fair value

(per share)

 

Non-vested as of December 31, 2019

 

 

3,336,095

 

 

$

8.25

 

Vested

 

 

(1,152,210

)

 

 

8.24

 

Granted

 

 

1,390,730

 

 

 

6.41

 

Cancelled

 

 

(243,578

)

 

 

8.25

 

Non-vested as of December 31, 2020

 

 

3,331,037

 

 

$

7.48

 

 

RSUs compensation expense for the years ended December 31, 2020 and 2019 was $19.1 million and $996,000, respectively, which was recorded as follows (in thousands), net of capitalized RSUs compensation expense:

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

Research and development

 

$

3,984

 

 

$

299

 

Sales and marketing

 

 

3,934

 

 

 

115

 

General and administrative

 

 

11,199

 

 

 

582

 

Total

 

$

19,117

 

 

$

996

 

 

As of December 31, 2020, there was $13.6 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.41 years.

As of December 31, 2020, the number of securities remaining available for future issuances under the 2019 Equity Incentive Plan, excluding the number of non-vested RSUs, was 530,667 units.