XML 100 R86.htm IDEA: XBRL DOCUMENT v3.21.2
Employee Benefit Plans (Tables)
 9 Months Ended 12 Months Ended
Sep. 30, 2021
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]    
Share-Based Payment Arrangement, Activity
The maximum number of shares of the Corporation’s common stock reserved for issuance over the term of the Plans, shares outstanding under the Plans, and shares remaining under the Plans, after giving effect to the Exchange Ratio, as of September 30, 2021, and December 31, 2020, were as follows:
September 30, 2021Shares Authorized Under PlansShares Outstanding Under PlansShares Remaining Under Plans
2014 Plan
54,402,264 42,441,719 N/A
2020 Plan
30,641,401 1,782,986 28,858,415 
2020 MIP
33,426,983 33,426,983 — 
December 31, 2020Shares Authorized Under PlanShares Outstanding Under PlanShares Remaining Under Plan
2014 Plan
54,402,264 36,557,759 17,844,505 
  
Summary of Stock-Based Compensation Cost Compensation cost presented in salaries and
benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:
Three Months Ended September 30,20212020
(in thousands)
Stock options$1,665 $1,500 
RSUs17,396 — 
PRSUs27,675 — 
ESPP67 — 
Total compensation cost recognized for stock-based compensation plans$46,803 $1,500 
Nine Months Ended September 30,20212020
(in thousands)
Stock options$6,734 $4,949 
RSUs45,725 — 
PRSUs80,016 — 
ESPP67 — 
Total compensation cost recognized for stock-based compensation plans$132,542 $4,949 
  
Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis
The assumptions that the Corporation used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the nine months ended September 30, 2021 and 2020, respectively, were as follows:
Nine Months Ended September 30,20212020
Weighted-average risk-free interest rate1.06 %0.84 %
Expected term (in years)6.064.66
Expected volatility37.74 %34.60 %
Expected dividend yield— — 
The assumptions that the Corporation used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the years ended December 31, 2020 and 2019, respectively, were as follows:
Year ended December 31,
20202019
Weighted-average risk-free interest rate
0.84 %1.95 %
Expected term (in years)
4.686.29
Expected volatility
34.66 %28.37 %
Expected dividend yield0.00 0.00 
Summary of Stock Option Activity
A summary of option activity under the 2020 Plan during the nine months ended September 30, 2021 is as follows:
Number of optionsWeighted-average exercise price
Outstanding, January 1, 2021
— $— 
Granted during 2021
1,937,968 8.88 
Exercised— — 
Forfeited(154,982)8.87 
Outstanding, September 30, 2021
1,782,986 $8.88 
A summary of option activity under the 2014 Plan during the nine months ended September 30, 2021 is as follows:
Number of optionsWeighted-average exercise price
Outstanding, January 1, 2021
36,513,193 $2.26 
Granted during 2021
— — 
Exercised(3,843,472)1.43 
Forfeited(974,874)2.78 
Outstanding, September 30, 2021
31,694,847 $2.29 
A summary of option activity under the Plan, after reverse capitalization, during the years ended December 31, 2020 and 2019, respectively, is as follows:
Number of options(1)
Weighted-average exercise price(1)
Outstanding, January 1, 201927,046,177 $1.31 
Granted during 20198,828,538 1.99 
Exercised(916,527)0.74 
Forfeited(6,768,713)1.57 
Outstanding, December 31, 201928,189,475 1.48 
Granted during 202014,386,426 3.59 
Exercised(1,297,977)1.53 
Forfeited(4,720,165)1.88 
Outstanding, December 31, 202036,557,759 $2.25 
__________________
(1)Amounts in the above table have been adjusted to reflect the exchange of Legacy Clover’s common stock at an exchange ratio of approximately 2.0681 in January 2021 as a result of the application of reverse capitalization. See Note 3 (Reverse Capitalization) for details.
Summary of Total RSU activity
A summary of total RSU activity for the nine months ended September 30, 2021, is presented below:
Nine Months Ended September 30, 2021
Granted21,035,614 
Released(131,766)
Forfeited(35,935)
Outstanding, September 30, 2021
20,867,913 
  
Summary of Weighted Average Grant Date Fair Value of Performance Restricted Stock Units The grant date fair value of Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition and the following assumptions:
Nine Months Ended September 30, 2021
Expected volatility(1)
40.70 %
Risk-free interest rate(2)
0.50 
Dividend yield(3)
— 
_________________
(1) Expected volatility is based on a blend of peer group company historical data adjusted for the Corporation’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 Corporation does not anticipate paying dividends.
  
Summary of Total Performance Restricted Stock Units
A summary of total PRSU activity for the nine months ended September 30, 2021, is presented below:
Nine Months Ended September 30, 2021
Granted27,699,171 
Non-vested at September 30, 2021
27,699,171 
  
Assumptions Used in ESPP Fair Value Determination The assumptions that the Corporation used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the nine months ended September 30, 2021, were as follows:
Nine Months Ended September 30, 2021
Weighted-average risk-free interest rate0.06 %
Expected term (in years)0.42
Expected volatility147.42 %
  
Summary of Warrant Activity
A summary of activity relating to the warrants of the service providers during the nine months ended September 30, 2021 and 2020, respectively, is as follows:
Number of warrantsWeighted-average exercise price
Outstanding, December 31, 2019
261,681 $3.00 
Granted during 2020
— — 
Exercised— — 
Forfeited— — 
Outstanding, September 30, 2020
261,681 $3.00 
Outstanding, December 31, 2020
261,681 $3.00 
Granted during 2021
— — 
Exercised(261,681)3.00 
Forfeited— — 
Outstanding, September 30, 2021
— $— 
A summary of warrant activity during the years ended December 31, 2020 and 2019, respectively, is as follows:
Number of warrantsWeighted-average exercise price
Outstanding, January 1, 2019261,681 $3.00 
Granted during 2019
— 
Exercised
— 
Forfeited
— 
Outstanding, December 31, 2019
261,681 3.00 
Granted during 2020
— 
Exercised
— 
Forfeited
— 
Outstanding, December 31, 2020
261,681 $3.00