Aurora Innovation, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Equity Incentive Plans

Equity Incentive Plans

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

The Company has outstanding awards granted under four equity compensation plans: the 2021 Equity Incentive Plan, as amended (the “Plan”), the Aurora Innovation, Inc. 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, as amended (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.

Under the Plan, equity-based compensation in the form of restricted stock units (“RSUs”), restricted stock awards, incentive stock options, non-qualified stock options, stock appreciation rights, and performance units may be granted to employees, officers, directors, consultants, and others. As of September 30, 2023, there were 199 million shares available for grant under the Plan.

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 September 30, 2023.

Total stock-based compensation expense by function was as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	36	$	31	$	107	$	99
Selling, general, and administrative	5		5		16		13
Total	$	41	$	36	$	123	$	112

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 prior to the periods presented.

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.

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, 2022	103	$	3.70
Granted	58	1.72
Vested	(38)	3.36
Forfeited	(13)	3.26
Unvested at September 30, 2023	110	$	2.83

The unrecognized stock-based compensation related to unvested RSUs was $264 million at September 30, 2023 and will be recognized over a weighted average period of 2.5 years. The fair value of RSUs as of their respective vesting dates was $92 million for the nine months ended September 30, 2023.

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 during the nine months ended September 30, 2023 were as follows:


	Nine Months Ended September 30, 2023

Stock options granted (in millions)	56
Weighted average grant date fair value	$	0.96
Weighted average grant date fair value assumptions:
Expected term	5.8 years
Risk-free interest rates	4.3		%

Expected volatility	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, 2022	63	$	1.76
Granted	56	1.73
Exercised	(8)	0.82
Forfeited	(5)	2.05
Expired	(2)	3.10
Outstanding at September 30, 2023	104	$	1.77	7.8	$	83
Exercisable at September 30, 2023	52	$	1.65	6.3	$	48

The unrecognized stock-based compensation related to unvested stock options was $50 million as of September 30, 2023 and will be recognized over a weighted average period of 2.7 years. The intrinsic value of stock options exercised was $14 million for the nine months ended September 30, 2023.