Annual report pursuant to Section 13 and 15(d)

Equity Incentive Plans

v3.25.0.1
Equity Incentive Plans
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans Equity Incentive Plans
The Company has outstanding awards granted under four equity compensation plans: the 2021 Equity Incentive Plan (the “Plan”), the Legacy Aurora 2017 Equity Incentive Plan (the “2017 Plan”), the Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan (the “Blackmore Plan”), and the OURS Technology Inc 2017 Stock Incentive Plan (the “OURS Plan”). The Company assumed awards under the 2017 Plan, the Blackmore Plan and the OURS Plan to the extent such employees continued as employees of the Company.
The Plan includes an annual increase in class A common shares available for issuance on the first day of each fiscal year beginning in fiscal 2022 and ending in fiscal 2031 equal to the lesser of (i) 121 million, (ii) 5% of total shares outstanding on the last day of the preceding fiscal year, and (iii) a lesser number of shares determined by the Plans’ administrator. Any stock options, RSUs or other awards from the 2017 Plan, the Blackmore Plan, or the OURS Plan that, on or after the Closing Date, expire or otherwise terminate without having been exercised or issued in full are added to the Plan up to a maximum of 121 million shares. As of December 31, 2024, there were 212 million shares available for grant under the Plan.
Under the Plan, equity-based compensation in compensation arrangements including the annual bonus program may be granted in the form of RSUs, restricted stock awards, incentive stock options, nonqualified stock options, stock appreciation rights, and performance units to employees, officers, directors, consultants, and others.
Restricted Stock Units
RSUs granted under the 2017 Plan generally are subject to two vesting requirements: (1) a time-based vesting requirement, and (2) a liquidity event. Generally, the time-based vesting requirement is quarterly over four years starting on the vesting commencement date, with a one-year cliff. The liquidity event vesting requirement was satisfied with the Merger.
RSUs granted under the Plan generally are subject to a time-based vesting requirement. Generally, the time-based vesting requirement is quarterly over one to four years starting on the vesting commencement date, with a one-year cliff vesting for new hire awards.
RSUs granted under the Plan and the 2017 Plan were as follows:
Twelve Months Ended December 31,
2024 2023 2022
RSUs granted (in millions) 41  63  113 
Weighted average grant date fair value $ 2.56  $ 1.74  $ 3.62 
RSU activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts):
Number of
shares		 Weighted-
average grant
date fair value
Unvested at December 31, 2023
 100  $ 2.76 
Granted
 41  2.56 
Vested (50) 2.67 
Forfeited
 (15) 3.00 
Unvested at December 31, 2024
 76  $ 2.67 
The unrecognized stock-based compensation related to unvested RSUs was $181 million at December 31, 2024 and will be recognized over a weighted average period of 2.3 years. The fair value of RSUs as of their respective vesting dates was $187 million, $118 million and $90 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively.
Stock Options
The exercise price of stock options granted under the Plan and the 2017 Plan may not be less than 100% of the fair value of the Company’s common stock on the date of the grant. Stock options generally vest over one to four years starting on the vesting commencement date and expire, if not exercised, 10 years from the date of grant or, if earlier, three months after the option holder ceases to be a service provider of the Company. Stock options outstanding under the Blackmore Plan and the OURS Plan are not material.
Stock options granted under the Plan and the 2017 Plan were as follows:
Twelve Months Ended December 31,
2024 2023 2022
Stock options granted (in millions) 41  62  9 
Weighted average grant date fair value $ 1.41  $ 0.97  $ 1.35 
Weighted average grant date fair value assumptions:
Expected term
 6.0 years 5.8 years 5.6 years
Risk-free interest rates
 4.1  % 4.3  % 3.6  %
Expected volatility 53.1  % 55.0  % 55.0  %
Stock option activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts):
Number of
shares		 Weighted
average
exercise price		 Weighted average remaining contractual term (in years) Aggregate intrinsic value
Outstanding at December 31, 2023
 104  $ 1.78 
Granted 41  2.56 
Exercised
 (20) 1.55 
Forfeited
 (7) 2.02 
Expired
 (1) 3.14 
Outstanding at December 31, 2024
 117  $ 2.07  7.4 $ 514 
Exercisable at December 31, 2024
 64  $ 1.81  6.3 $ 298 
The unrecognized stock-based compensation related to unvested stock options was $66 million as of December 31, 2024 and will be recognized over a weighted average period of 2.7 years. The intrinsic value of stock options exercised was $62 million, $20 million and $62 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively.
Stock-based Compensation Expense
Stock-based compensation is allocated on a departmental basis, based on the classification of the option holder or grant recipient. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements and no stock-based compensation has been capitalized as of December 31, 2024.
Total stock-based compensation expense by function was as follows (in millions):
Twelve Months Ended
December 31,
2024 2023 2022
Research and development
 $ 122  $ 139  $ 137 
Selling, general, and administrative
 22  21  19 
Total
 $ 144  $ 160  $ 156