Virgin Orbit Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

The Company maintains a stock-based compensation plan pursuant to which it has granted stock options to certain eligible service providers.

Prior to Closing, Virgin Orbit granted stock options through its 2017 Stock Incentive Plan (the “2017 Plan”) to its employees, non-employee directors, and consultants. The options covered the right to purchase VO Holdings, Inc. (“VO Holdings”) common stock, which became Virgin Orbit common stock as part of the Business Combination. As part of the Business Combination, the adoption of the 2021 Incentive Award Plan (the “2021 Plan”) replaces the 2017 Plan for issuance of new awards. Upon the Closing, all outstanding stock options under the 2017 Plan, whether vested or unvested, were converted into options to purchase a number of shares of common stock of Virgin Orbit based on the Exchange Ratio, with a corresponding adjustment to the exercise price such that there was no change to

the aggregate exercise price for such outstanding options. The 2017 Plan will continue to govern the outstanding awards granted under this plan.

In connection with the Business Combination, we adopted the 2021 Plan in order to facilitate the grant of cash and equity incentives to directors, employees and consultants of the Company, employees of the Company’s subsidiaries and other eligible consultants and to enable us and certain of our subsidiaries and affiliates to obtain and retain services of these individuals, which is essential to our long-term success. The 2021 Plan became effective on December 28, 2021, the date immediately preceding the Closing. Stock options related to this 2021 Plan were first granted in January 2022. The 2021 Plan had up to 50,237,986 shares of common stock reserved for issuance. The Company has granted non-qualified stock options and restricted stock units to employees, directors and other service providers. As of December 31, 2022, there were 39,761,861 shares of common stock available for future issuance pursuant to the 2021 Plan.

Compensation expense is recognized only for those options expected to vest with forfeitures estimated based on historical experience and future expectations and is adjusted for forfeitures in the period they occur. Stock-based compensation awards are amortized on a straight-line basis over the graded vesting period based on continued service.

Stock Options

The following table includes the activity for all stock options granted:


	Number of shares(2)	Weighted average exercise price		Weighted average remaining contractual life	Aggregate Intrinsic Value(1)
	(In thousands)	(In dollars)		(In years)
Balances as of December 31, 2021	9,101	$	3.78	6.35	$	35,014
Granted	6,133	6.31
Exercised	(361)	3.73
Forfeited options	(1,290)	5.37
Expired or cancelled options	(1,544)	3.84
Balances as of December 31, 2022	12,039	$	4.90	7.36	$	—

Exercisable as of December 31, 2022	5,918	$	4.05	5.82

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(1)Aggregate intrinsic value is calculated based on the difference between our closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year-end date.

(2)Shares include time-based options and exclude the CEO milestone awards, totaling 1.6 million stock options described below.

Under the 2017 and 2021 Plans, stock options generally expire 10 years from the date of grant and are exercisable when the options vest. The options generally vest over four years, the majority of which vest at a rate of 25% on the first anniversary of the grant date, with the 75% remainder vesting ratably each quarter over the next three years, subject to continued employment. Stock-based compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over the graded vesting period, using the accelerated attribution method, for each employee stock option expected to vest. We estimate the forfeiture rate based on the historical experience at the date of grant and revises it, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

On September 2, 2021, the Company granted 1,132,290 stock options to a former employee of the Company to purchase VO Holdings common stock. The stock option grant was fully vested on the date of issuance and was intended to replace an earlier stock option grant with the same exercise price that had cancelled in 2021. The new stock option was not granted pursuant to the 2017 Plan and had a mandatory exercised at the one year anniversary from date of grant. The aggregate grant date fair value of the stock options was estimated to be $4.2 million, which

was expensed at the grant date. The aggregate grant date fair value was based on the estimated fair value of the underlying Virgin Orbit common stock using the Black-Scholes option pricing model.

CEO Awards

Except with respect to the milestone and supplemental milestone awards granted to our CEO, Mr. Hart, described below, Mr. Hart’s stock options vest and become exercisable as to 25% of the underlying shares on the first anniversary of the applicable vesting commencement date, and thereafter as to the remaining 75% of the underlying shares in either (a) six substantially equal installments on each successive six-month anniversary of the vesting commencement date, or (b) twelve substantially equal installments on each successive quarterly anniversary of the applicable vesting commencement date, subject to continued employment through the applicable vesting date. In addition, Mr. Hart’s stock options will vest and become exercisable in full upon a termination of employment without “cause” within 24 months following a “change in control”, each as defined in the 2017 Plan.

On November 20, 2017, the Company granted Mr. Hart a milestone award of 757,978 stock options with an estimated grant date fair value approximating $2.1 million. Fifty percent of the stock options vested when we achieved our first commercial launch on June 30, 2021. Additionally, on March 17, 2021, the Company granted our CEO a supplemental milestone award of 845,317 stock options with an estimated grant date fair value approximating $2.5 million. On June 30, 2021, the day Virgin Orbit achieved the first commercial launch, Tubular Bells Part One, 50.0% of the milestone award vested. On December 31, 2021, the last day of the first calendar year in which the first commercial launch occurred, 33.3% of the supplemental milestone award vested. The remaining 50.0% of the milestone award and the remaining 66.7% of the supplemental milestone award will vest upon Mr. Hart’s continued service through the last day of the first calendar year in which the Company has five successful revenue-generating deployment launches of satellites into their respective intended orbits in such calendar year.

Stock Option Valuation

The Company uses the Black-Scholes option pricing model to determine the fair value of the awards. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, risk-free interest rate, and expected dividends.

The weighted average assumptions used to value the option grants for 2022 and 2021 are as follows:


	2022				2021
Expected life (in years)	5.97		-	6.25	5.92		-	6.12
Volatility	85.0%				60.0%
Risk-free interest rate	1.47	%	-	4.22%	0.60	%	-	1.85%
Dividend yield	—			—	—			—

Restricted Stock Units

Pursuant to our Director Compensation Program, our non-employee directors are eligible to receive initial awards upon their appointment to our Board of Directors and annual awards on the date of each annual stockholders’ meeting. Initial awards vest ratably over three years whereas annual awards vest on the earlier of the one-year anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service, in each case, subject to the applicable director’s continued service. As part of the Business Combination, we granted to our Board of Directors 16,218 restricted stock units (“RSU”) with an aggregate grant date fair value of $0.2 million at $9.25 per RSU. Each RSU award granted under this program will vest and settle in common stock (on a one-for-one basis) on the third anniversary of the Closing.

In addition to RSUs awarded under the Director Compensation Program (described above), during the year ended December 31, 2022, we granted RSU awards to certain of our executives and employees to encourage retention or to

reward various achievements that vest over two years, with 25% vesting at each six month anniversary from the grant date.

The following table sets forth the summary of RSUs activity granted under the 2021 Plan (dollars in thousands except per share data):


	Number of shares	Weighted average fair value
	(In thousands)	(In dollars)
Balances as of December 31, 2021	—	$	—
Granted	4,109	4.00
Vested	(5)	—
Forfeited	(267)	4.00
Balances as of December 31, 2022	3,837	$	4.01

At December 31, 2022, the unrecognized stock-based compensation related to RSUs was $9.5 million. This is expected to be recognized over a weighted-average period of 1.6 years.

The total stock-based compensation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2022, 2021 and 2020 consisted of the following:


	Years Ended December 31,
	2022		2021		2020

	(In thousands)
Cost of revenue	$	2,752	$	362	$	—
Research and development	2,163		541		1,413
Selling, general and administrative	13,721		9,718		1,741
	$	18,636	$	10,621	$	3,154

Under the 2017 Plan and 2021 Plan (“the Plans”), there were $13.3 million and $1.7 million, respectively, of stock options and restricted stock units expense as of December 31, 2022. There was $1.7 million and $0 of stock options and restricted stock units expense, respectively, as of December 31, 2021