Stock Incentive Plans | 21. STOCK INCENTIVE PLANS In connection with the Closing of the Business Combination, the CCC Intelligent Solutions Holdings Inc. 2021 Incentive Equity Plan (the "2021 Plan") was adopted and approved by the Company's board of directors and stockholders. The purpose of the 2021 Plan is to enable the Company to attract, retain, and motivate employees, consultants, and independent members of the board of directors of the Company and its subsidiaries by allowing them to become owners of common stock enabling them to benefit directly from the growth, development, and financial successes of the Company. Prior to the Business Combination, the Company maintained its 2017 Stock Option Plan (the “2017 Plan”). Upon the adoption and approval of the 2021 Plan, the 2017 Plan was terminated and each outstanding vested or unvested option, as required under the 2017 Plan, was converted to the 2021 Plan, multiplied by the Exchange Ratio, with the same key terms and vesting requirements. Additionally, the Company maintained a Phantom Stock Plan (the “Phantom Plan”), which provided for the issuance of phantom shares of CCCIS’s common stock (“Phantom Shares”) to eligible employees under the 2017 Plan. All stock-based award activity prior to the closing of the Business Combination on July 30, 2021 has been retroactively restated to reflect the Exchange Ratio. Awards granted under the 2017 Plan and the Phantom Plan either had time-based vesting or performance-based vesting with a market condition. Options expire on the tenth anniversary of the grant date. Awards granted under the Phantom Plan were settled in cash and thus accounted for as liability awards. During 2021, the board of directors of CCCIS approved a modification that resulted in vesting of the performance-based awards with a market condition and the Phantom Shares upon Closing of the Business Combination. At the time of modification, the Company estimated a new fair value of the modified awards. As such, at the time of such modification, the Company recognized $ 203.9 million of stock-based compensation based on the fair value of the performance-based awards with a market condition and $ 6.0 million of stock-based compensation based on the fair value of the Phantom Shares. The total number of shares of common stock that will be reserved and that may be issued under the 2021 Plan will automatically increase on the first day of each fiscal year, beginning with fiscal year 2022, by a number of shares equal to 5.0 % of the total number of shares of common stock outstanding on the last day of the prior fiscal year or such lesser amount as determined by the board of directors. For the year ended December 31, 2023 and 2022, the board of directors elected not to increase the number of shares of common stock reserved under the 2021 Plan. The following table summarizes the shares of common stock reserved for future issuance under the 2021 Plan as of December 31, 2023 and 2022: December 31, 2023 2022 Stock options outstanding 35,788,469 45,249,260 Restricted stock units outstanding 36,329,881 31,288,688 Restricted stock units available for future grant 49,451,502 57,946,089 Reserved for ESPP 4,981,134 5,622,825 Common stock reserved for future issuance 126,550,986 140,106,862 Restricted Stock Units —RSUs are convertible into shares of the Company’s common stock upon vesting. The grant date fair value of each RSU with time-based vesting and performance-based vesting is determined using the fair value of the underlying common stock on the date of grant. The grant date fair value of each performance-based RSU with a market condition is estimated on the date of grant using the Monte Carlo simulation model. Stock-based compensation for RSUs with time-based vesting is recognized on a straight-line basis over the requisite service period for the number of RSUs that are probable of vesting. Stock-based compensation for performance-based RSUs or performance-based RSUs with a market condition is recognized on a straight-line basis over the performance period based on the number of RSUs that are probable of vesting. During 2023, CCC's board of directors of CCCIS approved modifications to the performance-based RSUs subject to a market condition. The modifications included: (i) the extension of the performance period by one year, (ii) a change to the performance criteria, (iii) a change to the number of units to be issued depending on performance and (iv) for certain grants, imposing a maximum number of units to be issued depending on performance equal to 100 % of the target. The modification to the performance-based RSUs subject to a market condition resulted in incremental stock-based compensation expense of $ 67.0 million, which will be recognized ratably over the modified performance periods. The amount of stock-based compensation expense related to the modified awards during the year ended December 31, 2023 was not significant. The table below summarizes the RSU activity for the years ended December 31, 2023, 2022, and 2021: Weighted- Average Shares Fair Value Non-vested RSUs—December 31, 2020 — $ — Granted 18,677,411 10.74 Canceled ( 119,200 ) 11.59 Non-vested RSUs—December 31, 2021 18,558,211 $ 10.74 Granted 16,426,878 10.07 Vested ( 2,324,324 ) 11.22 Canceled ( 1,372,077 ) 10.93 Non-vested RSUs—December 31, 2022 31,288,688 10.34 Granted 12,574,115 9.01 Vested ( 5,707,373 ) 10.57 Canceled ( 1,825,549 ) 9.90 Non-vested RSUs—December 31, 2023 36,329,881 $ 10.56 During the year ended December 31, 2023 , the Company granted 12,574,115 RSUs, of which 10,946,224 have time-based vesting requirements and 1,627,891 have performance-based vesting requirements. During the year ended December 31, 2022 , the Company granted 16,426,878 RSUs, of which 14,859,033 have time-based vesting requirements, 783,949 have performance-based vesting requirements and 783,896 have performance-based with a market condition vesting requirements. During the year ended December 31, 2021 , the Company granted 18,677,411 RSUs, of which 7,730,019 have time-based vesting requirements, 5,473,701 have performance-based vesting requirements and 5,473,691 have performance-based with a market condition vesting requirements. The valuation of the performance-based RSUs with a market condition granted or modified during the years ended December 31, 2023, 2022 and 2021 was determined using a Monte Carlo Simulation model using the following assumptions: 2023 2022 2021 Expected term (in years) 1.1 - 2.1 2.8 2.2 Expected volatility 28 %- 32 % 35 % 35 % Expected dividend yield 0 % 0 % 0 % Risk-free interest rate 4.36 %- 4.87 % 2.28 % 0.51 % The key assumptions used in the Company's fair value estimates include the following: Expected Term—The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to determine the expected term for its option grants. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the stock options. The Company uses the simplified method to determine its expected term because of its limited history of stock option exercise activity. Expected Volatility—The Company has limited trading history of its common stock and the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the stock option grants. Expected Dividend—Historically, the Company has not paid regular dividends on its common stock and has no plans to pay dividends on common stock on a regular basis. The Company does not have a dividend policy. Therefore, the Company used an expected dividend yield of zero. Risk-Free Interest Rate—The risk-free interest rate is based on the US Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of awards. The Company uses a pre-vesting forfeiture rate to estimate the number of options that are expected to vest that was based on the Company’s historical turnover rate. Stock Options — The table below summarizes the option activity for the years ended December 31, 2023, 2022 and 2021 : Weighted- Weighted-Average Average Remaining Aggregate Exercise Contractual Life Intrinsic Value Shares Price (in years) (in thousands) Options outstanding—December 31, 2020 55,570,039 3.03 6.9 $ 337,358 Granted 2,822,484 8.58 Exercised ( 1,924,063 ) 2.70 Forfeited and canceled ( 823,965 ) 3.66 Options outstanding—December 31, 2021 55,644,495 2.95 6.0 469,591 Exercised ( 10,081,164 ) 2.74 Forfeited and canceled ( 314,071 ) $ 4.46 Options outstanding—December 31, 2022 45,249,260 2.99 4.9 258,470 Exercised ( 8,923,718 ) 2.85 Forfeited and canceled ( 537,073 ) 6.88 Options outstanding—December 31, 2023 35,788,469 $ 2.96 4.0 $ 301,563 Options exercisable—December 31, 2023 33,971,974 $ 2.79 3.9 $ 292,059 Options vested and expected to vest—December 31, 2023 35,726,785 $ 2.96 4.0 $ 301,252 The weighted-average grant-date fair value for time-based options granted during the year ended December 31, 2021 was $ 3.67 . The weighted-average grant-date fair value for performance-based options with a market condition granted during the years ended December 31, 2021 was $ 0.88 . The fair value of the options that vested during the year ended December 31, 2023 was $ 2.9 million. During the year ended December 31, 2023 , the Company issued 8,923,718 shares of common stock. During the year ended December 31, 2022 , the Company issued 10,074,354 shares of common stock upon exercise of 10,081,164 stock options. As part of cashless exercises, 6,810 shares were applied to the exercise price and tax obligations of the option holders. During the year ended December 31, 2021, the Company issued 1,922,019 shares of common stock upon exercise of 1,924,063 of stock options. As part of cashless exercises, 2,044 shares were applied to the exercise price and tax obligations of the option holders. During the year ended December 31, 2021, prior to the Business Combination, the Company granted 2,822,484 stock options, of which 2,754,374 have time-based vesting and 68,110 have performance-based with a market condition vesting. The exercise price of all stock options granted during the year ended December 31, 2021 was equal to the fair value of the underlying shares at the grant date. The valuation of time-based stock options granted during the year ended December 31, 2021 was determined using the Black-Scholes option valuation model using the following assumptions: 2021 Expected term (in years) 6.5 Expected volatility 40 % Expected dividend yield 0 % Risk-free interest rate 0.62 - 0.67 % For performance-based options with a market condition, the market condition is required to be considered when calculating the grant date fair value. In order to reflect the substantive characteristics of the performance-based options with a market condition, a Monte Carlo simulation valuation model was used to calculate the grant date fair value of such stock options. Monte Carlo approaches are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the fair value of such stock options based on a number of possible scenarios. Stock-based compensation expense for the performance-based options with a market condition is not recognized until the performance condition is probable of occurring. The valuation of the performance-based options with a market condition granted during the year ended December 31, 2021 was determined through the Monte Carlo simulation model using the following assumptions: 2021 Expected term (in years) 5.5 Expected volatility 33 % Expected dividend yield 0 % Risk-free interest rate 0.44 % Cayman Equity Incentive Plan —During the year ended December 31, 2022, the Company adopted the CCCIS Cayman Holdings Employees Equity Incentive Plans (“Cayman Incentive Plans”), which provide for the issuance of stock option awards in CCC Cayman (“Cayman Awards”) to eligible employees of the Company's China subsidiaries. Pursuant to the Cayman Incentive Plans, the number of Cayman Shares that may be subject to stock incentives is not to exceed 3,000,000 in the aggregate. Awards under the Cayman Incentive Plans are settled in cash and thus accounted for as liability awards. Awards granted under the Cayman Incentive Plans have time-based vesting and expire on the tenth anniversary of the grant date. The Company records stock-based compensation expense on a straight-line basis over the vesting period. Time-based awards generally vest ratably over a four-year period based on continued service. Vesting of the time-based awards can be accelerated in certain circumstances, such as an initial public offering, as defined in the Cayman Incentive Plans. During the years ended December 31, 2023 and 2022, the Company granted 539,400 and 1,303,000 stock options under the Cayman Incentive Plans, respectively. The exercise price of the optio ns granted is at least equal to the fair value of the underlying shares at the grant date. As of December 31, 2023 and 2022, 1,735,900 and 1,303,000 , respectively, are outstanding, no ne of which are exercisable. Awards under the Cayman Incentive Plans are remeasured at fair value each reporting period with the change in fair value recognized as stock-based compensation expense in that period. The fair values of the outstanding awards at December 31, 2023 and 2022 were based on the Black-Scholes option pricing model using the following assumptions: 2023 2022 Expected term (in years) 5.25 - 5.42 6.25 Expected volatility 40 % 40 % Expected dividend yield 0 % 0 % Risk-free interest rate 3.8 % 3.5 % Employee Stock Purchase Plan —In October 2021, the Company’s Board of Directors adopted the ESPP. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. Under the ESPP, employee purchases occur at the end of discrete offering periods. The first offering period began on January 1, 2022 and ended on June 30, 2022. Subsequent six-month offering periods begin on July 1 and January 1 (or such other date determined by the board of directors). Under the ESPP, eligible employees can acquire shares of the Company’s common stock by accumulating funds through payroll deductions. Employees generally are eligible to participate in the ESPP if they are a U.S. employee and are employed for at least 20 hours per week. The Company may impose additional restrictions on eligibility. Eligible employees can select a rate of payroll deduction between 1 % and 15 % of their compensation. The purchase price for shares of common stock purchased under the ESPP is 85 % of the lesser of the fair market value of the Company’s common stock on (i) the first day of the applicable offering period or (ii) the last day of the purchase period in the applicable offering period. An employee’s participation automatically ends upon termination of employment for any reason. As of December 31, 2023 and 2022, 6,031,704 shares of common stock are reserved for sale under the ESPP . The aggregate number of shares reserved for sale under the ESPP increases on January 1 by the lesser of 1 % of the total numbers of shares outstanding or a lesser amount as determined by the Board of Directors. For the year ended December 31, 2023 and 2022, the board of directors elected not to increase the number of shares of common stock reserved under the ESPP. During the years ending December 31, 2023 and 2022, 641,691 and 408,879 shares were sold under the ESPP, respectively. The fair value of ESPP purchase rights sold during the years ended December 31, 2023 and 2022 was estimated using the Black-Scholes option pricing model with the following assumptions: 2023 2022 Expected term (in years) 0.5 0.5 Expected volatility 30 %- 51 % 47 % Expected dividend yield 0 % 0 % Risk-free interest rate 2.5 %- 4.7 % 0.2 % Company Earnout Shares —Pursuant to the Business Combination Agreement, CCCIS shareholders and option holders, subject to continued employment, have the right to receive up to an additional 13.5 million shares and 1.5 million shares of common stock, respectively, if, before the tenth anniversary of the Closing, (a) the share price has been greater than or equal to $ 15.00 per share for any twenty trading days within any thirty consecutive trading day period beginning after Closing, or (b) there is a change in control, as defined in the Business Combination Agreement. The fair value of the Company Earnout Shares was estimated on the date of the grant, using the Monte Carlo simulation method. Compensation expense on the shares granted to option holders was recorded ratably over the implied service period of five months beginning on July 30, 2021. During the year ended December 31, 2021, the Company recognized $ 19.5 million of stock-based compensation expense related to the Company Earnout Shares granted to the CCCIS option holders. Phantom Stock —Phantom Shares vested under the same time-based or performance-based with a market condition as the stock options granted under the 2017 Plan. The valuation of Phantom Shares was measured based on the fair value per share of the Company’s common stock. Upon consummation of the Business Combination on July 30, 2021, all outstanding Phantom Shares vested and were subsequently settled in cash for $ 10.2 million. During the year ended December 31, 2021, the Company recognized stock-based compensation expense of $ 7.0 million related to the Phantom Shares. Stock-Based Compensation —Stock-based compensation expense has been recorded in the accompanying consolidated statements of operations and comprehensive (loss) income as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenues $ 8,802 $ 5,812 $ 13,644 Research and development 25,467 19,536 40,681 Sales and marketing 33,204 25,309 65,045 General and administrative 77,045 58,840 142,625 Total stock-based compensation expense $ 144,518 $ 109,497 $ 261,995 As of December 31, 2023 , there was $ 171.1 million of unrecognized stock compensation expense related to non-vested time-based awards which is expected to be recognized over a weighted-average period of 2.5 years. As of December 31, 2023 , there was $ 96.6 million of unrecognized stock-based compensation expense related to non-vested performance-based awards, which is expected to be recognized over a weighted-average period of 1.4 years. |