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Equity-Based Compensation
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation

16. Equity-Based Compensation

Equity-based compensation expense is allocated to all departments based on the recipients of the compensation. A summary of the expense by line item in the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021, respectively, is provided in the following table.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cost of revenue

 

$

230

 

 

$

16

 

 

$

462

 

 

$

31

 

Sales and marketing

 

 

5,056

 

 

 

139

 

 

 

8,802

 

 

 

241

 

Product development

 

 

1,841

 

 

 

78

 

 

 

3,130

 

 

 

154

 

General and administrative

 

 

1,878

 

 

 

1,382

 

 

 

3,483

 

 

 

1,595

 

Total compensation expense

 

$

9,005

 

 

$

1,615

 

 

$

15,877

 

 

$

2,021

 

2021 Equity Incentive Plan

The Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”) was adopted in September 2021. The types of grants available under the 2021 Plan include stock options (both incentive and non-qualified), stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), restricted stock units ("RSUs"), and stock-based awards.

The aggregate number of shares of Class A Common Stock available for grant under the 2021 Plan was 5,214,689 shares at June 30, 2022. As of June 30, 2022, 3,774,350 shares have been granted under the 2021 Plan, net of forfeitures. The outstanding RSUs have time-based and/or performance-based vesting criteria.

Time-Based RSUs

Outstanding time-based RSUs generally vest partially on the one-year anniversary of each grant and quarterly over the subsequent two- or three-year period. The following table summarizes the Company’s unvested time-based RSU activity for the six months ended June 30, 2022:

 

 

Time-Based RSUs

 

 

 

 

 

 

Weighted

 

 

 

Restricted

 

 

Average Grant

 

 

 

Stock Units

 

 

Date Fair Value

 

Unvested at December 31, 2021

 

 

1,935,899

 

 

$

32.59

 

Granted

 

 

1,659,216

 

 

 

22.74

 

Vested

 

 

(11,729

)

 

 

17.11

 

Forfeited

 

 

(100,857

)

 

 

26.65

 

Unvested at June 30, 2022

 

 

3,482,529

 

 

$

28.12

 

The Company recognized $7.0 million and $12.1 million in stock-based compensation expense associated with time-based RSUs in the three and six months ended June 30, 2022, respectively. Total unrecognized expense for these awards was estimated to be $81.6 million at June 30, 2022, to be recognized over a weighted-average period of approximately 2.9 years.

Performance-Based RSUs (“PSUs”)

The Company periodically grants PSUs to certain members of the Company’s senior management team subject to the satisfaction of annual and cumulative performance conditions and/or market conditions established by the Human Capital Management and Compensation Committee of the Board of Directors of Definitive Healthcare Corp. Those PSUs without market-based vesting conditions vest annually over three years subject to the achievement of certain performance targets and continued service. Expense for these awards is recognized when it becomes probable that performance measures triggering vesting will be achieved.

In May 2022, the Company granted PSUs to a member of the executive leadership team with performance criteria related to the relative ranking of the total stockholder return (“TSR”) of the Company’s common stock for the cumulative three-year performance period return relative to the TSR of certain peer companies within the Nasdaq Software & Services Index. TSR will be measured based on the 20-trading-day average closing stock price on the first day of the performance period compared to the 20-trading-day average closing stock price on the last day of such period, inclusive of applicable cash dividend payments. These PSUs subject to the performance criteria will cliff vest after three years, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period. PSUs may vest in a range between 0% and 300%, based on the satisfaction of performance, and no shares will be issued if the minimum applicable performance metric is not achieved. As these PSUs vest based on the achievement of market conditions, the grant date fair values were determined using a Monte-Carlo valuation model. The Monte-Carlo valuation model considered a variety of potential future share prices for the Company as well as its peer companies in the selected market index. Expense for these awards is recognized ratably over the requisite service period based on the fair value of the award.

The following table summarizes the Company’s unvested PSU activity for the six months ended June 30, 2022.

 

 

Performance-Based PSUs

 

 

 

 

 

 

Weighted

 

 

 

Restricted

 

 

Average Grant

 

 

 

Stock Units

 

 

Date Fair Value

 

Unvested at December 31, 2021

 

 

164,351

 

 

$

27.00

 

Granted

 

 

125,000

 

 

 

54.25

 

Vested

 

 

 

 

 

 

Forfeited

 

 

(9,259

)

 

 

27.00

 

Unvested at June 30, 2022

 

 

280,092

 

 

$

39.16

 

The number of PSUs awarded represents the target number of shares of common stock that may be earned; however, the actual number of shares may vary based on the satisfaction of performance criteria. The Company recognized $0.5 million and $0.7 million in stock-based compensation expense associated with PSUs in the three and six months ended June 30, 2022, respectively. Total unrecognized expense for these awards was estimated to be $8.1 million at June 30, 2022, to be recognized over a weighted-average period of approximately 2.0 years.

2019 Equity Incentive Plan

The AIDH Topco, LLC 2019 Equity Incentive Plan (the “2019 Plan”) was utilized prior to the Reorganization Transactions and the IPO for the issuance of equity awards in the form of Class B units to employees, consultants, directors, managers, or others providing services to the Company. In connection with the Reorganization Transactions and the IPO, unvested Class B Units held directly by employees of the Company or indirectly through Definitive OpCo, were exchanged for unvested Definitive OpCo units based on their respective participation thresholds and the IPO price of $27.00 per share. The Company no longer grants any awards under the 2019 Plan, though previously granted awards under the 2019 Plan remain outstanding and governed by the 2019 Plan, including unvested units.

The following table summarizes the Company’s unvested unit activity.

 

 

Time-Based

 

 

 

 

 

 

Weighted

 

 

 

Non-Vested

 

 

Average Grant

 

 

 

Units

 

 

Date Fair Value

 

Unvested at December 31, 2021

 

 

2,756,406

 

 

$

2.02

 

Granted

 

 

 

 

 

 

Vested

 

 

(150,862

)

 

 

1.58

 

Forfeited

 

 

(56,356

)

 

 

1.75

 

Unvested at June 30, 2022

 

 

2,549,188

 

 

$

2.06

 

The Company recorded $1.5 million and $3.0 million in stock-based compensation expense associated with these units in the three and six months ended June 30, 2022, respectively. The Company recorded $0.6 million and $1.0 million in stock-based compensation expense associated with these units in the three and six months ended June 30, 2021, respectively. At June 30, 2022, the Company had approximately $12.1 million of unrecognized unit-based compensation expense for unvested units, which is expected to be recognized over a weighted-average period of approximately 2.1 years.