Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation Expense

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Stock-Based Compensation Expense
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Expense Stock-Based Compensation Expense
2017 Plan
Under the Bird Rides, Inc. 2017 Stock Plan, adopted on May 10, 2017, Bird Rides granted options to purchase its common stock, restricted stock awards (“RSAs”), and RSUs to certain employees, directors and consultants. On November 4, 2021, in connection with the consummation of the Business Combination and the adoption of the Bird Global, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), the Bird Rides, Inc. 2017 Stock Plan was amended and restated (as amended and restated, the “2017 Plan”), and terminated, such that only awards under the 2017 Plan that remained outstanding as of November 4, 2021 (the date on which the Business Combination was consummated) continue to be subject to the terms of the 2017 Plan, but the Company cannot continue granting awards thereunder. The awards granted under the 2017 Plan are considered equity-classified awards.
Stock options and RSUs granted under the 2017 Plan are generally service-based awards, typically vesting over a total of four years pursuant to two different vesting schedules. Under one vesting schedule, the first vest is generally a one-year cliff vest, followed by monthly or quarterly vesting for the final three years. Under the second vesting schedule, the award vests on a monthly or quarterly basis over the four-year vest term. In addition, Bird Rides also issued RSAs to certain members of its board of directors. The 2017 Plan allows for the early exercise of stock options if approved by our board of directors. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest. .
Shares of restricted stock issued upon an early exercise of an option are not considered outstanding because the grantee is not entitled to the rewards of share ownership. Those shares are not shown as outstanding on the balance sheet and are excluded from earnings (loss) loss per share until the shares are no longer subject to a repurchase feature.
All awards granted under the 2017 Plan were retroactively restated to reflect the application of the Business Combination.

2021 Plan

The 2021 Plan, adopted on November 4, 2021, provides for the grant of stock options, RSUs, RSAs, and stock appreciation rights to employees and consultants of the Company and its subsidiaries and non-employee directors of the Company. A total of 59.5 million shares of the Company’s Class A Common Stock were initially reserved for issuance under
the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan will include any awards granted under the 2017 Plan that, after November 4, 2021, expire, are forfeited or otherwise terminated without having been fully exercised, provided that the maximum number of shares that may be added to the 2021 Plan from the 2017 Plan is 17.8 million.

The number of shares available for issuance under the 2021 Plan is increased on January 1 of each year, beginning on January 1, 2022, in an amount equal to the lesser of: (i) 5% of the aggregate number of shares of Class A Common Stock and Class X Common Stock outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by our board of directors. On January 1, 2022, an additional 13.7 million shares of Class A Common Stock became available for issuance under the 2021 Plan.

Only RSUs and RSAs have been granted under the 2021 Plan. With the exception of the Management Award RSUs (as defined below), awards granted under the 2021 Plan are generally service-based awards, typically vesting over a total of four years pursuant to two different vesting schedules. Under one vesting schedule, the first vest is generally a one-year cliff vest, followed by quarterly vesting for the final three years. Under the second vesting schedule, the award vests on a quarterly basis over the four-year vest term. From April 2022, awards granted under the 2021 Plan generally vest on a quarterly basis over a one-year vest term.
In November 2021, the Company’s board of directors granted RSUs to certain employees (“Management Award RSUs”) under the 2021 Plan. The Management Award RSUs vest upon the satisfaction of a service-based vesting condition and the achievement of certain stock price goals, namely, $12.50, $20.00, and $30.00. The Management Award RSUs are excluded from Class A Common Stock issued and outstanding until the satisfaction of these vesting conditions. The Company will recognize stock-based compensation expense over the derived service period, using the accelerated attribution method. For any Management Awards RSUs that are forfeited, the Company will reverse the accelerated stock-based compensation expense for any tranches that have not vested in the period the awards are forfeited.

Unvested shares of restricted stock are not considered outstanding because the grantee is not entitled to the rewards of share ownership prior to vesting. Unvested shares are not shown as outstanding on the balance sheet and are excluded from basic net loss per share until the shares are vested.

 Stock Option and RSA Activity

The following table summarizes stock option activity for the years ended December 31, 2022 and 2021:

Number of Options Outstanding
(in thousands)		 Weighted-Average
Exercise Price Per
Share		 Aggregate
Intrinsic Value
(in thousands)		 Weighted-Average
Remaining
Contractual Life
(in years)
As of December 31, 2020 16,924  $ 0.20  40,909  9.21
Granted 227  6.36 
Exercised (2,356) (0.17)
Forfeited and canceled (2,291) (0.24)
Expired (82) (0.20)
As of December 31, 2021 12,421  $ 0.30  72,940  8.21
Granted —  — 
Exercised (2,357) 0.16 
Forfeited and canceled (1,172) 0.21 
Expired (443) 1.12 
As of December 31, 2022 8,449  $ 0.36  170,997  3.92
Vested and expected to vest as of December 31, 2022 8,449  0.36  170,997  3.92
Exercisable as of December 31, 2022 7,486  $ 0.29  145,294  3.59

There were no options granted in the year ended December 31, 2022. The weighted-average fair value of stock options granted in the year ended December 31, 2021 was $6.97 per share and was determined using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:
December 31, 2021
Expected term (in years) 5.91
Risk-free interest rate 1.7%
Expected volatility 50.8%
Expected dividend yield —%

RSU Activity

The following table summarizes the RSU activity for the year ended December 31, 2022 and 2021:

Number of Restricted
Stock Units
(in thousands)		 Weighted Average
Grant Date Fair
Value
Balance at December 31, 2020 —  $ — 
Granted 53,936  6.88 
Canceled (22) $ (8.16)
Forfeited (676) $ (7.57)
Balance at December 31, 2021 53,238  $ 6.87 
Granted 30,972  $ 1.44 
Released (13,799) $ 5.43 
Forfeited (34,196) $ 5.98 
Balance at December 31, 2022 36,215  $ 3.65 

Stock-Based Compensation Expense

The following table summarizes total stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020 (in thousands):
 
  December 31,
  2022 2021 2020
Cost of revenue —  —  15 
General and administrative 80,148  78,735  4,372 
Selling and marketing 2,352  2,714  895 
Research and development 12,835  5,182  892 
Total $ 95,335  $ 86,631  $ 6,174 
As of December 31, 2022, unrecognized stock-based compensation expense related to stock options and RSUs granted was $81.5 million.