Employee Benefit Plans | Employee Benefit Plans Employee Savings Plan The Company has a defined contribution retirement savings plan (the "401(k) Plan") covering eligible employees, which includes safe harbor matching contributions based on the amount of employees' contributions to the 401(k) Plan. The Company contributes to the 401(k) Plan annually 100.0% of the first 4.0% compensation that is contributed by the employee up to 4.0% of eligible annual compensation after one year of service. The Company's service contributions to the 401(k) Plan amounted to approximately $0.5 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively, and $1.1 million and $0.9 million for the six months ended June 30, 2024 and 2023, respectively, and are included in Salaries and benefits in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company's cash match is invested pursuant to the participant's contribution direction. Employer contributions are immediately 100.0% vested. Stock-based Compensation The Company's 2020 Equity Incentive Plan (the "2020 Plan") provides for grants of restricted stocks units ("RSUs"), performance-based restricted stock units ("PRSUs") and stock options to acquire shares of the Company's common stock, to employees, directors, officers, and non-employee consultants of the Company and its affiliates, and the Company's 2020 Management Incentive Plan (the "2020 MIP") provides for grants of RSUs and PRSUs to the Company's Executive Chair and CEO. During the year ended December 31, 2021, the Company approved the 2020 Plan and the 2020 MIP, and the Company's 2014 Equity Incentive Plan (the "2014 Plan") was terminated. When the 2014 Plan was terminated, the outstanding awards previously granted thereunder were assumed by the Company, and no new awards are available for grant under the 2014 Plan. Shares that are expired, terminated, surrendered, or canceled under the 2014 Plan without having been fully exercised are available for awards under the 2020 Plan. On March 9, 2022, the Board adopted the Company's 2022 Inducement Award Plan (the "Inducement Plan" and, collectively with the 2020 Plan, the 2020 MIP, and the 2014 Plan, the "Plans") without stockholder approval in accordance with Nasdaq Listing Rules. Under the Inducement Plan, the Company may grant non-qualified stock options, RSUs, stock appreciation rights, and other stock or cash-based awards to an employee in connection with his or her commencement of employment, or following a bona fide period of non-employment, with the Company or an affiliate. The 2020 Plan has an evergreen provision that requires the number of shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the last day of the 2024 fiscal year, in each case, in an amount equal to the lesser of (i) seven percent (7%) of the outstanding shares of Class A common Stock on the last day of the immediately preceding fiscal year and (ii) such number of shares of Class A common Stock determined by the Board; provided that for each fiscal year beginning with the 2025 fiscal year through the fiscal year that includes the expiration date of the plan, each such increase shall be reduced to the lesser of five percent (5%) of the outstanding shares of Class A common Stock on the last day of the immediately preceding fiscal year or such number of shares as determined by the Board. The maximum number of shares of the Company's common stock reserved for issuance over the term of the Plans, shares outstanding under the Plans, and shares remaining under the Plans at June 30, 2024 were as follows: June 30, 2024 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 34,616,068 N/A 2020 Plan 86,604,581 43,871,475 20,514,172 2020 MIP 33,426,983 23,398,889 — Inducement Plan 11,000,000 6,487,403 — The Plans are administered by the Talent and Compensation Committee of the Board (the "Compensation Committee"). Stock options granted under the Plans are subject to the terms and conditions described in the applicable Plan and the applicable stock option grant agreement. The exercise prices, vesting, and other restrictions applicable to the stock options are determined at the discretion of the Compensation Committee, except that the exercise price per share of incentive stock options may not be less than 100.0% of the fair market value of a share of common stock on the date of grant. Stock options awarded under the Plans expire 10 years after the grant date and generally vest over four one The Company recorded Stock-based compensation for stock options, RSUs, and PRSUs granted under the Plans, and discounts offered in connection with the Company's 2020 Employee Stock Purchase Plan ("ESPP") of $27.9 million and $36.1 million during the three months ended June 30, 2024 and 2023, respectively, and $56.7 million and $74.7 million during the six months ended June 30, 2024 and 2023, respectively, and such expenses are presented in Salaries and benefits in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Compensation cost presented in Salaries and benefits in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were as follows: Three Months Ended June 30, 2024 2023 (in thousands) Stock options $ 530 $ 748 RSUs 20,400 20,936 PRSUs 6,944 14,398 ESPP 26 26 Total compensation cost recognized for stock-based compensation plans $ 27,900 $ 36,108 Six Months Ended June 30, 2024 2023 (in thousands) Stock options $ 1,148 $ 2,089 RSUs 41,317 41,936 PRSUs 14,157 30,593 ESPP 76 107 Total compensation cost recognized for stock-based compensation plans $ 56,698 $ 74,725 At June 30, 2024, there was approximately $401.0 million of unrecognized stock-based compensation expense related to unvested stock options, unvested RSUs, unvested PRSUs, and the ESPP, estimated to be recognized over a period of four years. Stock Options The Company did not grant stock options during the six months ended June 30, 2024 and 2023, respectively. A summary of option activity under the 2020 Plan during the six months ended June 30, 2024, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2024 952,900 $ 8.88 Granted — — Exercised — — Forfeited (91,631) 8.88 Outstanding, June 30, 2024 861,269 $ 8.88 A summary of stock option activity under the 2014 Plan during the six months ended June 30, 2024, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2024 24,041,753 $ 1.45 Granted — — Exercised (87,810) 0.26 Forfeited (84,871) 2.85 Outstanding, June 30, 2024 23,869,072 $ 2.73 At June 30, 2024, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of less than $0.1 million, and a weighted-average remaining contractual term of four years. At June 30, 2024, there were 24,190,141 options exercisable under the Plan, with an aggregate intrinsic value of less than $0.1 million, a weighted-average exercise price of $2.87 per share, and a weighted-average remaining contractual term of 4.89 years. The total value of stock options exercised during the six months ended June 30, 2024 and 2023 was $0.1 million. Cash received from stock option exercises during the six months ended June 30, 2024 and 2023 totaled less than $0.1 million and none, respectively. Restricted Stock Units A summary of total RSU activity is presented below: Number of RSUs Weighted-average grant date fair value per share Outstanding, January 1, 2024 56,928,405 $ 4.28 Granted 16,232,187 0.81 Released (12,983,357) 5.53 Forfeited (7,122,050) 2.00 Outstanding, June 30, 2024 53,055,185 $ 3.22 Performance Restricted Stock Units The Company has granted PRSUs to certain executives and key employees, which become eligible to vest based on achievement of certain Company or individual performance milestones (“Non-Market PRSUs”) and certain Company stock price targets (“Market PRSUs”), each as determined by the Compensation Committee. Market PRSUs will vest if prior to the vesting date the average closing price of one share of the Company's common stock for 90 consecutive days equals or exceeds a specified price. The expense referenced above is mainly attributable to Market PRSUs that vest based on pre-established milestones that primarily consist of the volume-weighted average stock closing price ranging from $20 to $30 for 90 consecutive days. The grant date fair value of the Non-Market PRSUs was based on the closing price of the Company’s Class A common stock and recognized as expense over the requisite performance period under the accelerated attribution method and is adjusted in future periods for the success or failure to achieve the specified performance condition. The grant date fair value of the Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition. Expense for Market PRSUs is recognized over the derived service period under the accelerated attribution method and is not adjusted in future periods for the success or failure to achieve the specified market condition. The assumptions that the Company used in the Monte Carlo model to determine the grant date fair value of Market PRSUs granted for the year ended December 31, 2021, were as follows: Year ended December 31, 2021 Expected volatility (1) 40.7 % Risk-free interest rate (2) 0.5 Dividend yield (3) — (1) Expected volatility is based on a blend of peer group company historical data adjusted for the Company's leverage. (2) Risk-free interest rate based on U.S. Treasury yields with a term equal to the remaining Performance Period as of the grant date. (3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends. At June 30, 2024, the market condition component of these PRSUs has not been met, so the awards have not been earned. This expense represents most of the PRSU expense recognized for the three and six months ended June 30, 2024 related to stock-based compensation plans which is presented in Salaries and benefits in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company has also determined the requisite service period for the PRSUs with multiple performance conditions to be the longest of the explicit, implicit, or derived service period for each tranche. A summary of PRSU activity is presented below: Number of PRSUs Weighted-average grant date fair value per share Non-vested, January 1, 2024 32,131,532 $ 8.36 Granted during 2024 — — Adjustment for performance condition achieved (1) 99,558 0.94 Vested (1,327,613) 1.29 Forfeited (315,292) 1.56 Non-vested at June 30, 2024 30,588,185 $ 8.72 (1) Represents an increase in the number of original CLOV performance share units awarded based on final achievement at the end of the performance period of such awards At June 30, 2024, there was $24.5 million of unrecognized share-based compensation expense related to PRSUs, which is expected to be recognized over a period of four years. 2020 Employee Stock Purchase Plan On January 6, 2021, the Board adopted and the Company's stockholders approved the ESPP, which permits eligible employees and service providers of either the Company or designated related companies and affiliates to contribute up to 15% of their eligible compensation during defined offering periods to purchase shares of the Company’s Class A common stock at a 15% discount from the fair market value of the common stock as determined on specific dates at specific intervals. Subject to adjustments provided in the ESPP that are discussed below, the maximum number of shares of common stock that may be purchased under the ESPP is 14,163,863 shares, and the maximum number of shares that may be purchased on any single purchase date by any one participant is 5,000 shares. At June 30, 2024, 12,851,030 shares of Class A common stock were available for issuance under the ESPP. The ESPP includes an evergreen provision that limits the maximum number of shares of Class A common stock that may be issued under the plan, to 2,785,582 shares, plus the number of shares of Class A common stock that are automatically added on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) one percent (1%) of the total number of shares of Class A common stock outstanding on the last day of the calendar month prior to the date of such automatic increase, and (ii) such number of shares of Class A common stock as determined by the Board; provided that the maximum number of shares of Class A common stock reserved under the ESPP shall not exceed 10.0% of the total outstanding capital stock of the Company (inclusive of the shares reserved under the ESPP) as of January 7, 2021, on an as-converted basis. The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the most recent offering period, is as follows: Offering period from May 22, 2024 to November 21, 2024 Weighted-average risk-free interest rate 5.4 % Expected term (in years) 0.50 Expected volatility 64.0 % |