Stock-Based Compensation

12 Months Ended

Jan. 31, 2025

Share-Based Payment Arrangement [Abstract]

Note 11. Stock-Based Compensation

Employee Equity Plans

In January 2015, our Board of Directors adopted the 2015 Plan, which became effective prior to the completion of our IPO. Awards granted under the 2015 Plan may be (i) incentive stock options, (ii) nonstatutory stock options, (iii) restricted stock units, (iv) restricted stock awards or (v) stock appreciation rights, as determined by our Board of Directors at the time of grant. Generally, our restricted stock units vest over four years and, (a) for employee new hire restricted stock unit grants, twenty-five percent vest one year from the vesting commencement date and continue to vest 1/16th per quarter thereafter; or (b) for employee refresh restricted stock unit grants, 1/16th per quarter vest from the vesting commencement date. On July 2, 2024, our stockholders approved the amended and restated 2015 Plan. Subject to the adjustment provisions, the maximum number of shares that may be issued under the 2015 Plan is (a) 9,000,000 shares of our Class A common stock, plus (b) any shares subject to awards granted under our 2011 Equity Incentive Plan, as amended, and the 2015 Plan that were outstanding on or prior to the approval of the amended and restated 2015 Plan, and that subsequently expire, are forfeited to or repurchased, or otherwise terminate without having been exercised or issued in full, up to a maximum of 20,228,040 shares. As of January 31, 2025, 8,594,162 shares were reserved for future issuance under the 2015 Plan.

In January 2015, our Board of Directors adopted the 2015 ESPP, which became effective prior to the completion of our IPO. The 2015 ESPP allows eligible employees to purchase shares of our Class A common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. The 2015 ESPP provides for 24-month offering periods beginning March 16 and September 16 of each year, and each offering period consists of four six-month purchase periods.

On each purchase date, eligible employees may purchase our stock at a price per share equal to 85% of the lesser of (1) the fair market value of our stock on the offering date or (2) the fair market value of our stock on the purchase date. In the event the price is lower on the last day of any purchase price period, in addition to using that price as the basis for that purchase period, the offering period resets and the new lower price becomes the new offering price for a new 24 month offering period. As of January 31, 2025, 2,823,385 shares were reserved for future issuance under the 2015 ESPP.

Stock Options

The following table summarizes the stock option activity under the equity incentive plans and related information:


	Shares Subject to Options Outstanding					Weighted- Average
				Weighted-		Remaining
				Average Exercise		Contractual Life		Aggregate
	Shares			Price		(Years)		Intrinsic Value
								(in thousands)
Balance as of January 31, 2023		2,373,063		$	17.32		3.81	$	34,820
Options exercised		(89,520	)		7.75
Balance as of January 31, 2024		2,283,543		$	17.69		2.93	$	18,975
Options exercised		(1,271,158	)		17.52
Balance as of January 31, 2025		1,012,385		$	17.90		2.80	$	15,679
Exercisable as of January 31, 2025		1,012,385		$	17.90		2.80	$	15,679

Shares Subject to Options Outstanding Weighted-Average Weighted-Remaining Average Exercise Contractual Life Aggregate Shares Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2019 Options granted Option exercised Options forfeited/cancelled Balance as of January 31, 2020 Options granted Option exercised Options forfeited/cancelled Balance as of January 31, 2021 Vested and expected to vest as of January 31, 2021 Exercisable as of January 31, 2021 9,096,961 $9.01 4.97 $ 108,731 577,082 19.89 (659,34) 9.05 (242,110) 17.63 8,772,585 $ 9.48 4.27 $ 60,221 31,666 12.48 (1,994,667) 5.14 (192,547) 10.73 6,617,037 $ 10.773.77 $ 48,098 6,554,892 $ 10.68 3.74 $ 48,092 5,348,780 $ 8.59 2.87 $ 47,974

The aggregate intrinsic value of exercisable options as of January 31, 2025 is calculated based on the difference between the exercise price and the current fair value of our common stock. The aggregate intrinsic value of exercised options for the years ended January 31, 2025, 2024 and 2023 was $14.8 million, $1.6 million, and $60.0 million, respectively. During the year ended January 31, 2025, we realized $2.2 million in tax benefits in connection with the stock options exercised. The tax benefits realized in connection with stock option exercises during the years ended January 31, 2024 and 2023 were not material. The aggregate estimated fair value of stock options granted to employees that vested during the years ended January 31, 2024 and 2023 was not material. No stock options vested during the year ended January 31, 2025 and there were no options granted to employees during the years ended January 31, 2025, 2024 and 2023.

Restricted Stock Units

The following table summarizes the restricted stock unit activity, inclusive of performance-based and market-based restricted stock units, under the equity incentive plans and related information:


	Number of			Weighted-
	Restricted			Average
	Stock Units			Grant Date
	Outstanding			Fair Value
Unvested balance - January 31, 2023		14,665,753		$	24.89
Granted		8,966,588			26.34
Vested		(8,069,193	)		24.09
Forfeited/cancelled		(1,483,553	)		25.84
Unvested balance - January 31, 2024		14,079,595		$	26.17
Granted		10,058,585			29.05
Vested		(7,628,341	)		26.15
Forfeited/cancelled		(1,833,465	)		27.02
Unvested balance - January 31, 2025		14,676,374		$	28.04

er of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2019 18,098,707 $ 19.35 Granted 12,436,586 18.81 Vested, net of shares withheld for employee payroll taxes (4,166,907 ) 19.92 Forfeited/cancelled (4,560,279 ) 19.77 Unvested balance - January 31, 2020 21,808,107 $ 18.85 Granted 10,702,574 15.82 Vested, net of shares withheld for employee payroll taxes (5,100,239 ) 18.28 Forfeited/cancelled (13,079,764 ) 17.87 Unvested balance - January 31, 2021 14,330,678 $ 17.68

The total fair value of vested restricted stock units for the years ended January 31, 2025, 2024 and 2023 was $226.9 million, $214.6 million, and $215.3 million. During the year ended January 31, 2025, we realized $42.1 million in tax benefits in connection with the vesting and issuance of restricted stock units. The tax benefits realized in connection with the vesting and issuance of restricted stock units during the years ended January 31, 2024 and 2023 were not material. As of January 31, 2025, there was $370.7 million of unrecognized stock-based compensation expense related to outstanding restricted stock units, inclusive of performance-based and market-based restricted stock units, granted to employees that is expected to be recognized over a weighted-average period of 2.56 years.

Executive Bonus Plan

We use performance-based incentives for certain employees, including our named executive officers, to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals (the "Executive Bonus Plan"). Based on a review of our actual achievement of the pre-established corporate financial objectives and additional inputs from our Compensation Committee, the Executive Bonus Plan for fiscal year 2024 was determined, settled and paid out in the first quarter of fiscal year 2025 in the form of cash and fully vested restricted stock units. During the first quarter of fiscal year 2025, our Compensation Committee also adopted and approved the performance criteria and targets for the Executive Bonus Plan for fiscal year 2025, which is expected to be paid out in the form of cash and fully vested restricted stock units in the first quarter of fiscal year 2026.

During the years ended January 31, 2025 and 2024, we recognized stock-based compensation expense related to Executive Bonus Plans in the amount of $13.4 million and $6.2 million, respectively. The unrecognized compensation expense related to the ungranted and unvested Executive Bonus Plan for fiscal year 2025 is $3.1 million, based on the expected performance against the pre-established corporate financial objectives as of January 31, 2025, which is expected to be recognized during the first quarter of fiscal year 2026.

Performance-Based and Market-Based Restricted Stock Units

During the years ended January 31, 2025, 2024 and 2023, we granted performance-based restricted stock units to our named executive officers. The performance-based restricted stock units are subject to vesting based on the achievement of both performance-based and service-based conditions. The performance-based restricted stock units vest annually over a period of three years from the date of grant, subject to the executive's continued employment. The number of shares that can be earned ranges from 0% to 150% of the target number of shares granted based on the relative performance of the company compared to the specific performance metrics. In order to vest, the performance condition is only required to be met in the first year following the grant date.

In December 2024, we granted 600,000 market-based restricted stock units, subject to vesting based on the achievement of both market-based and service-based conditions. The market-based restricted stock units are eligible to vest based on the achievement of stock price goals over a performance period that ends on the fourth anniversary of the grant date. The total number of market-based restricted stock units is divided into three equal tranches with each tranche subject to both a stock price goal and a minimum service requirement.

The $20.59 average grant date fair value per market-based restricted stock unit was determined using a Monte Carlo simulation model and stock-based compensation expense is recognized over the requisite service period based on the accelerated attribution method, even if the Price Hurdles are not met.

During the years ended January 31, 2025, 2024, and 2023, stock-based compensation expense related to performance-based and market-based restricted stock units $5.5 million, $2.8 million, and $1.3 million, respectively.

2015 ESPP

As of January 31, 2025, there was $5.5 million of unrecognized stock-based compensation expense related to the 2015 ESPP that is expected to be recognized over a weighted-average period of less than one year.

Stock-Based Compensation

The following table summarizes the components of stock-based compensation expense recognized in the consolidated statements of operations (in thousands):


	Year Ended January 31,
	2025		2024		2023
Cost of revenue	$	18,656	$	19,111	$	17,816
Research and development		77,557		70,240		68,900
Sales and marketing		75,281		65,886		58,448
General and administrative		47,509		43,546		40,468
Total stock-based compensation	$	219,003	$	198,783	$	185,632

Year Ended January 31, 2021 2020 2019 Cost of revenue $ 18,936 $ 16,769 $ 14,065 Research and development 61,145 62,565 45,189 Sales and marketing 42,015 38,030 36,864 General and administrative 32,196 28,624 23,178 Total stock-based compensation $ 154,292 $ 145,988 $ 119,296

During the years ended January 31, 2025, 2024 and 2023, we capitalized $10.6 million, $7.0 million, and $4.4 million, respectively, of stock-based compensation expense related to eligible internal-use software projects.

Determination of Fair Value

We estimated the fair value of 2015 ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions:


	Year Ended January 31,
	2025						2024						2023
Employee Stock Purchase Plan
Expected term (in years)		0.5		–	2.0			0.5		–	2.0			0.5		–	2.0
Risk-free interest rate		3.6	%	–	5.4	%		4.1	%	–	5.5	%		0.9	%	–	4.0	%
Volatility		28	%	–	35	%		27	%	–	40	%		33	%	–	44	%
Dividend yield					0	%					0	%					0	%

Year Ended January 31, 2021 2020 2019 Employee Stock Options Expected term (in years) 5.8 5.5 – 5.8 5.5 – 5.8 Risk-free interest rate 0.6% 1.8% 2.8% – 3.1% Volatility 46% 45% 45% Dividend yield 0% 0% 0% Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.5 – 2.0 0.5 – 2.0 Risk-free interest rate 0.1% – 0.4% 1.7% – 2.5% 2.0% – 2.8% Volatility 44% – 54% 34% – 55% 37% – 50% Dividend yield 0% 0% 0%

The assumptions used in the Black-Scholes option pricing model were determined as follows:

Fair Value of Common Stock. We use the market closing price for our Class A common stock as reported on the New York Stock Exchange to determine the fair value of our common stock at each grant date.

Expected Term. The expected term represents the period that our share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms and contractual lives of the options and 2015 ESPP purchase rights.

Expected Volatility. We estimate the expected volatility of the stock option grants and 2015 ESPP purchase rights based on the historical volatility of our Class A common stock over a period equivalent to the expected term of the stock option grants and 2015 ESPP purchase rights, respectively.

Risk-free Interest Rate. The risk-free rate that we use is based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options and 2015 ESPP purchase rights.

Dividend Yield. We have never declared or paid any cash dividends on our Class A common stock and do not plan to pay cash dividends on our Class A common stock in the foreseeable future, and, therefore, use an expected dividend yield of zero.

BOX INC 10-K