We have equity incentive plans under which we grant equity awards inclusive of restricted stock units (“RSUs”), and performance-based restricted stock units (“PBRSUs”) to our directors, officers and employees. As of December 31, 2024, 785 million shares were authorized under our equity incentive plans and 34 million shares were available for future grant.

RSU awards granted to eligible employees under our equity incentive plans generally vest in annual or quarterly installments over a period of four years and are subject to continued employment.

In 2024, 2023 and 2022, certain executives were eligible to receive PBRSUs. Each PBRSU cycle has a three-year performance period (consisting of the average performance each year relative to the financial performance goals for that year), along with a total shareholder return modifier based on the Company’s stock performance relative to the S&P 500 over a three-year performance period. The financial performance goals for each year of the performance period are approved by the Compensation and Human Capital Committee at the beginning of that year. The target number of shares subject to the PBRSU award are adjusted based on the Company’s actual performance in relation to the target financial performance and then adjusted by the total shareholder return modifier at the end of the applicable performance period. Any earned PBRSUs vest, if at all, in March following the end of the applicable three-year performance period.

We have an Employee Stock Purchase Plan (“ESPP”) for eligible employees. Under the ESPP, shares of our common stock may be purchased over an offering period with a maximum duration of two years at 85% of the lower of the fair market value on the first day of the applicable offering period or on the last day of the six-month purchase period. Employees may purchase shares having a value not exceeding 10% of their eligible compensation during an offering period and subject to statutory limits. During 2024, employees purchased approximately 3 million shares under this plan compared to 2 million shares in both 2023 and 2022 at average prices of $33.14, $33.63 and $38.04 per share, respectively. As of December 31, 2024, approximately 26 million shares of common stock were reserved for future issuance.

The following table presents RSU activity (including PBRSUs that have been earned) under our equity incentive plans as of and for the year ended December 31, 2024 (in millions, except per share amounts):


	Units	Weighted Average Grant-Date Fair Value (per share)
Outstanding as of January 1, 2024	24	$	48.80
Awarded and assumed	12	$	52.62
Vested	(11)	$	50.87
Forfeited	(4)	$	49.05
Outstanding as of December 31, 2024	21	$	49.81
Expected to vest as of December 31, 2024	18


	Year Ended December 31,
	2024		2023		2022
Cost of net revenues	$	54	$	53	$	51
Sales and marketing	91		92		73
Product development	281		272		222
General and administrative	162		158		148
Total stock-based compensation expense	$	588	$	575	$	494
Capitalized in product development	$	20	$	16	$	14

As of December 31, 2024, there was $810 million of unearned stock-based compensation that will be expensed from 2025 through 2029. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned stock-based compensation expense. Future unearned stock-based compensation will increase to the extent we grant additional equity awards, change the mix of grants between stock options and restricted stock units or assume unvested equity awards in connection with acquisitions.

We have a defined contribution plan, which is qualified under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their eligible earned compensation, but not more than statutory limits. During the years ended December 31, 2024, 2023 and 2022, we contributed one dollar for each dollar a participant contributed, with a maximum contribution of 4% of each employee’s eligible earned compensation, subject to a maximum employer contribution of $13,800, $13,200 and $12,200 per employee for each period, respectively. Our non-U.S. employees are covered by various other savings plans. Total expense for these plans was $70 million, $61 million and $58 million for the years ended December 31, 2024, 2023 and 2022, respectively.