Equity-Based Compensation | Note 9 . Equity-Based Compensation In September 2021, the Board of Directors of the Company (the “Board”) adopted the Clearwater Analytics Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”), pursuant to which employees, consultants and directors of our Company and our affiliates performing services for us, including our executive officers, are eligible to receive awards. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards and performance awards intended to align the interests of participants with those of our shareholders. A total of 57,197,804 shares of common stock are authorized for issuance under the 2021 Plan. In connection with the approval of the 2021 Plan, the 2017 Equity Incentive Plan (the “2017 Plan”) was terminated and all outstanding stock options and RSUs were transferred to the 2021 Plan. Options The following table summarizes the stock option activity for the six months ended June 30, 2022 (in thousands, except per share data): Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance - December 31, 2021 22,315,171 $ 8.52 Granted 43,986 18.19 Exercised ( 962,898 ) 6.63 $ 11,819 Forfeited ( 742,744 ) 10.04 Balance - June 30, 2022 20,653,515 $ 8.57 7.56 $ 86,343 Options vested - June 30, 2022 10,176,248 $ 6.29 $ 60,748 The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2022 w as $ 7.74 per share. The aggregate intrinsic value as of June 30, 2022 disclosed in the above table is based on the difference between the exercise price of the st ock option and the closing stock price on the NYSE on June 30, 2022. As of June 30, 2022, the total unrecognized compensation expense related to unvested options was $ 58.8 million, which is expected to be recognized over a weighted average period of 2.6 years. RSUs During June 2021, the Company began to grant RSUs to employees. The summary of RSU activity for the six months ended June 30, 2022 is as follows (in thousands, except per share data): Units Activity Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Unvested units as of December 31, 2021 6,070,668 $ — Granted 1,161,813 17.04 Released ( 93,750 ) — Cancelled ( 374,558 ) — Unvested units as of June 30, 2022 6,764,173 $ 81,441 The aggregate intrinsic value disclosed in the above table is based on the closing stock price on the NYSE on June 30, 2022. As of June 30, 2022, there wa s $ 97.6 mi ll ion of unrecognized equity-based compensation expense related to RSUs, which is expected to be recognized over a weighted average period of 3.1 years. Determination of Fair Value The Company estimated the fair value of each stock option awarded on the date of grant using the Black-Scholes option-pricing model utilizing the assumptions noted below: Fair Value of Units – prior to the IPO, the fair value of the common stock underlying the equity-based awards was determined by the Company’s Board of Directors, with input from management and third-party valuations. Subsequent to the IPO, the fair value of the common stock underlying equity-awards was determined using the closing price on the date of the award being granted. Expected Term – the expected term represents the period that the awards are expected to be outstanding. The Company issues “plain vanilla,” awards and the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the equity-based awards. Expected Volatility – the stock price volatility is estimated based on the volatility of a set of publicly traded comparable companies with a look back period consistent with the expected life. Risk-Free Interest Rate – the risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that approximate the expected term of the equity-based awards. Dividend Rate – the dividend yield assumption is zero . Although the Company made a special one-time dividend in conjunction with the November 2020 recapitalization transaction, the Company has no history of making regular dividends, nor plans to make future dividend payments. The following assumptions were used to calculate the fair value of options granted to employees on the date of grant using the Black-Scholes option-pricing model: Six Months Ended June 30, 2022 2021 Weighted-average grant date fair value per option $ 7.74 $ 5.08 Fair value of units $ 17.72 - $ 18.68 $ 12.40 - $ 14.28 Expected term (in years) 5.50 6.00 - 6.25 Expected volatility 44 % 40 % Risk-free interest rates 1.8 - 2.0 % 0.6 - 1.1 % In addition to the Black-Scholes assumptions discussed immediately above, forfeitures may also have a significant impact on the related equity-based compensation. The forfeiture of options and RSUs is recognized as forfeitures occur . In the period subsequent to the IPO, the Company estimated the fair value of each RSU awarded using the closing price on the date of the award being granted. Employee Stock Purchase Plan In September 2021, the Board adopted the Clearwater Analytics Holdings, Inc. 2021 Employee Stock Purchase Plan (“ESPP”). As of January 1, 2022, a total of 5,837,791 shares of Class A common stock were available for issuance under the ESPP. The offering periods are scheduled to start on June 1 and December 1 of each year. Eligible employees may purchase the Company's common stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee's payroll deductions under the ESPP are limited to 10 % of the employee's compensation and an employee may not purchase more than $ 25,000 of stock during any calendar year in which the employee’s option to purchase stock under the ESPP is outstanding at any time. On May 31, 2022, a total of 200,220 shares were issued to employees for the offering period ended May 31, 2022 . As of June 30, 2022, total unrecognized equity-based compensation costs related to ESPP wer e $ 0.7 million, which is expected to be recognized over the remaining current offering period ending November 30, 2022. ESPP payroll contributions accrued at June 30, 2022 totaled $ 0.4 million and are included within accrued expenses in the consolidated balance sheets. Employee payroll contributions used to purchase shares under the ESPP will be reclassified to stockholders' equity at the end of the offering period. |