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Stock Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation Stock Based Compensation
In connection with the IPO completed on July 6, 2020, we adopted the Dun & Bradstreet 2020 Omnibus Incentive Plan (the “Plan”). Under the Plan, we are authorized to issue up to 40,000,000 shares of the Company’s common stock in the form of stock-based awards, such as, but not limited to, restricted stock, restricted stock units and stock options. As of December 31, 2022, a total of 21,017,586 shares of our common stock were available for future grants under the Plan.
The following table sets forth our stock-based compensation and expected tax benefit related to the plans in effect during the respective year:
Year Ended December 31,
202220212020
Stock-based compensation expense:
Restricted stock and restricted stock units (1)
$53.7 $18.7 $3.1 
Stock options9.9 3.0 23.0 
Incentive units2.4 11.6 19.0 
Total compensation expense$66.0 $33.3 $45.1 
Expected tax benefit:
Restricted stock and restricted stock units$0.5 $3.4 $0.5 
Stock options6.8 0.2 5.9 
Total compensation expense$7.3 $3.6 $6.4 
(1)Higher expense for restricted stock and restricted stock units in 2022 and 2021 compared to the respective prior year was primarily due to the additions of grants and the expense recognition associated with accelerated shares.
Stock Options
We accounted for stock options based on grant date fair value. Service condition options were valued using the Black-Scholes valuation model. Market condition options were valued using a Monte Carlo valuation model.
On August 5, 2022, we granted to certain executives 4,914,868 stock options that contained both a service condition and a market condition. The stock options have a 10-year term and will vest ratably over three years, commencing on the first anniversary of the grant date. The executives must remain continuously employed through the latter of (1) the vesting periods or (2) the time when the market condition is met. The market condition, which impacts the exercisability of the stock options, requires that D&B’s share price must exceed the grant date share price by 20% for 20 trading days in any 30-day trading window during the 10-year term of the award. As these awards contain a market condition, the fair value on the date of grant was calculated using a Monte Carlo simulation model.

The following weighted average assumptions were used for options granted:

Year Ended December 31,
202220212020
Expected dividend yield (1)
1.29 %N/A— %
Expected stock price volatility (2)
33 %N/A28 %
Risk-free interest rate (3)
2.77 %N/A0.23 %
Expected life of options (in years) (4)
4.5N/A4.0
Weighted average grant date fair value$5.42N/A$4.99
(1)For the 2022 grants, the expected dividend yield was based on our quarterly dividend divided by the three-month average stock price as of the grant date, annualized and continuously compounded. The company did not pay dividends for the years ended December 31, 2021 and 2020.
(2)For 2022 grants, expected stock price volatility was calculated based 50% on D&B’s historical volatility and 50% on the leverage-adjusted volatility of our peer companies. For the 2020 grants, expected stock price volatility was derived from the historical volatility of companies in our peer group.
(3)Risk free interest rate was based on the term-matched, zero-coupon risk-free rate from the Treasury Constant Maturity yield curve, continuously compounded.
(4)For the 2022 grants, the expected term was based on the midpoint between the time of hurdle achievement and the expiration date. For the 2020 grants, the expected term was calculated using the simplified method.

The following table summarize the stock options activity for the year ended December 31, 2022:

Stock options
Number of
options		Weighted-average
exercise price		Weighted average remaining contractual term (in years)Aggregate intrinsic value (in millions)
Balances, December 31, 20216,380,000 $22.005.5$—
Granted4,914,868 $15.89
Forfeited(200,000)$22.00
Exercised— $—
Balances, December 31, 202211,094,868 $19.296.8$—
Expected to vest as of December 31, 20225,588,205 $16.639.0$—
Exercisable as of December 31, 20225,506,663 $22.004.5$—

There were no stock options granted during 2021. As of December 31, 2022, total unrecognized compensation cost related to stock options was $21.8 million, which was expected to be recognized over a weighted average period of 2.5 years.

No stock option were exercised for the years ended December 31, 2022, 2021 and 2020.

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock units are valued on the award grant date at the closing market price of our stock.
The following table summarize the restricted stock and restricted stock units activity for the year ended December 31, 2022:
Restricted stock and Restricted stock units
Number of
shares		Weighted-average
grant date
fair value		Weighted average remaining contractual term (in years)Aggregate intrinsic value
Balances, December 31, 20212,757,839 $21.611.2$56.5
Granted5,814,164 $16.18
Forfeited(572,278)$18.63
Vested(992,042)$21.95
Balances, December 31, 20227,007,683 $17.281.2$85.9

The weighted average grant date fair value per share of restricted stock and restricted stock units granted for the years ended December 31, 2021 and 2020 were $21.37 and $25.95, respectively. As of December 31, 2022, total unrecognized compensation cost related to non-vested restricted stock and restricted stock units were $73.3 million, which are expected to be recognized over a weighted average period of 2.1 years.

The following table summarizes information relating to the vesting of restricted stock and restricted stock units:

Year ended December 31,
202220212020
Fair value of shares vested$15.8 $6.8 N/A
Tax benefit realized upon vesting$2.4 $0.9 N/A

Incentive Units Program
In connection with the IPO in July 2020, we converted the 18,245.79 outstanding profits interests of Star Parent, L.P. into 15,055,564 common units of Star Parent, L.P. In addition, we also converted the 15,867.81 vested profits interests held by certain investors into 13,093,367 shares of common stock of Dun & Bradstreet Holdings, Inc. The common units retain the original time-based vesting schedule and are subject to the same forfeiture terms. The fair value of the common units was not greater than the fair value of the Star Parent, L.P. profits interests immediately prior to the conversion; therefore, no additional compensation expense was recognized. We accelerated the vesting of 1,342,909 common units, held by one of our directors, incurring an acceleration charge of $3.4 million during the year ended December 31, 2020. During 2021 Star Parent L.P. was liquidated. As part of the liquidation, each vested common unit was exchanged for a share of common stock of the Company and distributed to the grantees and each unvested common unit was exchanged for a restricted share of common stock. These restricted shares retain the original time-based vesting schedule and are subject to the same forfeiture terms.

The following table summarizes the activities for common units and restricted shares for the year ended December 31, 2022.

Number of
common units/restricted shares		Weighted-average
grant date
fair value		Weighted average remaining contractual term (in years)Aggregate intrinsic value (in millions)
Outstanding, December 31, 20213,826,569 $2.950.24$78.4
Distribution(3,812,866)$2.95
Forfeited(13,703)$2.59
Outstanding, December 31, 2022— $0.00.00$0.0
Expected to vest, December 31, 2022— $0.00.00$0.0

As of December 31, 2022, there were no longer any non-vested restricted shares outstanding.
The following table summarizes information relating to the vesting of common units/restricted shares:

Year Ended December 31,
202220212020
Fair value of shares vested$60.1 $96.7 $147.3 
Tax benefit realized upon vesting$— $— $— 

Employee Stock Purchase Plan ("ESPP")
Effective December 2020, we adopted the Dun & Bradstreet Holdings, Inc. ESPP that allows eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. The Company contributes varying matching amounts to employees, as specified in the plan document, after a one year holding period. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. We recorded the associated expense of approximately $3 million and $4 million for the years ended December 31, 2022 and 2021, respectively.