
	Successor						Predecessor
	Year ended December 31, 2021		Year ended December 31, 2020		Period from January 1 to December 31, 2019 (1)		Period from January 1 to February 7, 2019 (1)
Stock-based compensation expense:
Restricted stock and restricted stock units	$	18.7	$	3.1	$	—	$	11.7
Stock options	3.0		23.0		—		—
Incentive units	11.6		19.0		11.7		—
Total compensation expense	$	33.3	$	45.1	$	11.7	$	11.7

Expected tax benefit:
Restricted stock and restricted stock units	$	3.4	$	0.5	$	—	$	—
Stock options	0.2		5.9		—		—
Total compensation expense	$	3.6	$	6.4	$	—	$	—

(1)In connection with the Take-Private Transaction on February 8, 2019, all outstanding stock options and restricted stock units, whether vested or unvested, were cancelled and converted into the right to receive $145 in cash per share, less any applicable exercise price. As a result, an expense of $10.4 million was included in the Predecessor’s net earnings for the period from January 1, 2019 to February 7, 2019 in connection with the acceleration of the vesting of the outstanding grants. In addition, we recorded $56.3 million related to incentive units granted to certain investors for the Successor period from January 1 to December 31, 2019. See further discussion below.

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 ("RSUs") and stock options. As of December 31, 2021, a total of 30,645,817 shares of our common stock were available for future grants under the Plan.


Date	Number of shares granted	Grant date fair value per share	Vesting period (in years)	Vesting criteria
Restricted Stock & RSU's: (1)
August 12, 2020	75,378	$25.87	1.0	Service
August 12, 2020	220,335	$25.87	2.6	Service
August 12, 2020	205,546	$25.87	1.7	Service
November 6, 2020	184,672	$26.13	3.0	Service
November 9, 2020	9,568	$25.88	3.0	Service
December 1, 2020	7,400	$27.03	3.0	Service

February 11, 2021	65,790	$22.80	2.4	Service
March 10, 2021	67,021	$22.01	1.0	Service
March 10, 2021 (2)	2,203,390	$22.01	3.0	Service & Performance
March 31, 2021	13,440	$23.81	3.0	Service
June 30, 2021	329,904	$21.37	3.0	Service
August 4, 2021	6,607	$18.92	1.0	Service
September 30, 2021 (2)	224,886	$16.81	3.0	Service & Performance
September 30, 2021	116,004	$16.81	3.0	Service
December 31, 2021	26,843	$20.49	2.9	Service

Stock Options:
June 30, 2020 (3)	4,160,000	$4.80	0.0	N/A
June 30, 2020 (4)	3,840,000	$5.19	3.0	Service


	Restricted stock & restricted stock units
	Number of shares	Weighted-average grant date fair value	Weighted average remaining contractual term (in years)	Aggregate intrinsic value (in millions)
Balances, January 1, 2020	—	$—
Granted (1)	702,899	$25.95
Forfeited	—	$—
Vested	—	$—
Balances, December 31, 2020	702,899	$25.95	1.3	$17.5
Granted	3,053,885	$21.37
Forfeited	(681,615)	$23.03
Vested	(317,330)	$25.77
Balances, December 31, 2021	2,757,839	$21.61	1.2	$56.5


	Stock options
	Number of options	Weighted-average exercise price	Weighted average remaining contractual term (in years)	Aggregate intrinsic value (in millions)
Balances, January 1, 2020	—	$—
Granted	8,000,000	$22.00
Forfeited	(350,000)	$22.00
Vested	—	$—
Balances, December 31, 2020	7,650,000	$22.00	6.5	$22.2
Granted	—	$0.00
Forfeited	(1,270,000)	$22.00
Vested	—	$—
Balances, December 31, 2021	6,380,000	$22.00	5.5	$—

Expected to vest as of December 31, 2021	1,480,004	$22.00	5.5	$—
Exercisable as of December 31, 2021	4,899,996	$22.00	5.5	$—

As of December 31, 2021, total unrecognized compensation cost related to non-vested restricted stock and RSUs were $43.8 million, which are expected to be recognized over a weighted average period of 2.2 years. As of December 31, 2021, total unrecognized compensation cost related to stock options was $5.7 million, which was expected to be recognized over a weighted average period of 1.5 years.

We accounted for stock-based compensation based on grant date fair value. For restricted stock, grant date fair value was based on the closing price of our stock on the date of grant. For stock options, we estimated the grant date fair value using the Black-Scholes valuation model. The assumptions for the Black-Scholes valuation model related to stock options granted during the year ended December 31, 2020 are set forth in the following table:

Expected stock price volatility was derived from the historical volatility of companies in our peer group. The risk-free interest rate assumption corresponds to the time to liquidity assumption and is based on the U.S. Treasury yield curve in effect at the time.

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 $4 million for the year ended December 31, 2021.

Subsequent to the closing of the Take-Private Transaction, Star Parent, L.P.’s long-term incentive plans were authorized to issue up to 19,629.25 Class C incentive units ("profits interest") or phantom units to eligible key employees, directors and consultants of The Dun & Bradstreet Corporation. At December 31, 2019, 18,443.42 incentive units and 249.10 phantom units were issued and outstanding. These units vest ratably over a three-year period and once vested they are not subject to expiration. The terms of these units provided the opportunity for the grantees to participate in the future value of Dun & Bradstreet in excess of its grant date fair value, but only to the extent that the required payments to the other classes of units had been met. We account for these units in accordance with ASC 718, "Compensation—Stock Compensation" and ASU No. 2018-07. Compensation expense is recognized ratably over the three-year vesting period.

In addition, the Company issued 6,817.74 Class B units and 15,867.81 Class C units to certain investors, which vested immediately. We recognized an expense of $56.3 million related to these incentive units during the period from January 1, 2019 to December 31, 2019.


Units granted during quarter ended	Number of units granted	Weighted average exercise price	Weighted average fair value of underlying share	Weighted average fair value per unit
March 31, 2019	32,987.01	$10,329.70	$10,000.00	$2,449.59
June 30, 2019	1,726.51	$10,329.70	$10,000.00	$2,366.59
September 30, 2019	74.73	$10,329.70	$10,000.00	$2,198.20
December 31, 2019	198.05	$10,329.70	$10,000.00	$2,140.61
Total	34,986.30			$2,443.21

We determined that the incentive units are equity-classified awards and the compensation expense for these units was calculated by estimating the fair value of each unit at the date of grant. The fair value of each incentive unit was calculated on the date of grant using the Black-Scholes option valuation model. The Company’s stock was not publicly traded when these units were granted. We did not have a history of market prices for the common stock. Thus, estimating grant date fair value required us to make assumptions including stock price, expected time to liquidity, expected volatility and discount for lack of marketability, etc. The weighted average assumptions used to estimate fair value for grants made under the Successor equity-based award program are summarized as follows:


	Class B units		Class C units
Expected stock price volatility	43.9	%	43.9	%
Risk-free interest rate	2.43	%	2.40	%
Time to liquidity (in years)	3.5		3.4
Expected dividend yield	—		—
Fair value of units	$3,480		$3,332
Discount for lack of marketability	27	%	28	%
Adjusted fair value of units	$2,540		$2,443

We had determined that the phantom units were liability-classified awards and the initial compensation expense was calculated based on the same grant date fair value applied to the incentive units. We reassessed the fair value of the phantom units and adjusted expense accordingly. The amount associated with these phantom grants was immaterial at December 31, 2019.

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 years ended December 31, 2021 and 2020.


	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, June 30, 2020	15,055,564	$2.95	1.7	$331.2
Distribution	—	$0.00
Forfeited	(260,357)	$2.90
Outstanding, December 31, 2020	14,795,207	$2.95	1.5	$368.4
Distribution	(10,635,652)	$2.95
Forfeited	(332,986)	$2.89
Outstanding, December 31, 2021	3,826,569	$2.95	0.24	$78.4

Expected to vest, December 31, 2021	3,826,569	$2.95	0.24	$78.4

Our Predecessor’s restricted stock unit programs included both performance-based awards and service-based awards. The performance-based awards had either a market condition or a performance condition. All awards generally contained a service-based condition. The compensation expense for our performance-based awards was recognized on a graded-vesting basis over the requisite service period. The expense for the performance-based awards with market conditions was recognized regardless of whether the market condition was satisfied, provided that the requisite service had been met. The expense for the performance-based awards with performance conditions was initially recognized assuming that the target level of performance would be achieved. Each reporting period we assessed the probability of achieving the performance targets and if necessary adjusted the compensation expense based on this assessment. Final compensation expense recognized would ultimately depend on the actual number of shares earned against the performance condition as well as fulfillment of the requisite service condition. The expense for the awards earned based solely on the fulfillment of the service-based condition was recognized on a straight-line basis over the requisite service periods.

We calculated the grant date fair value using a Monte Carlo simulation model for awards with a market condition, Monte Carlo simulation model requires assumptions including expected stock price volatility, expected dividend yield, expected term and risk-free interest rate. Generally expected stock price volatility was based on historical volatility or a blend of historical volatility and, when available, implied volatility. The expected dividend yield assumption was determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result was then annualized and compounded. Expected term was based on the period from the date of grant through the end of the performance evaluation period. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant.

In connection with the Take-Private Transaction on February 8, 2019, all outstanding unvested performance-based restricted stock units, were cancelled and converted into the right to receive $145 in cash per share, Total unrecognized compensation expense related to nonvested performance-based restricted stock units at February 7, 2019 was $5.7 million. This expense was accelerated and recognized at the time of the Take-Private Transaction.

Prior to 2019, the Company issued grants of restricted stock units to certain employees. These grants generally vested over a three to five-year period on a graded vesting basis. In addition, our non-employee directors received grants of restricted stock units as part of their annual equity retainer. These grants normally vested about one year from date of grant.