Share-Based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based CompensationWe currently issue equity awards under the CoreLogic, Inc. 2018 Performance Incentive Plan (the “Plan”), which was approved by our stockholders at our Annual Meeting held in May 2018. The Plan includes the ability to grant share-based instruments such as RSUs, PBRSUs, and stock options.

Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2011 Performance Incentive Plan, as amended, which was preceded by the CoreLogic, Inc. 2006 Incentive Plan. The Plan provides for up to 15,139,084 shares of the Company's common stock to be available for award grants.

We have primarily utilized RSUs and PBRSUs as our share-based compensation instruments for employees and directors. The fair value of any share-based compensation instrument grant is based on the market value of our common stock on the date of grant and is recognized as compensation expense over its vesting period.

Restricted Stock Units

For the three months ended March 31, 2021 and 2020, we awarded 188,475 and 552,262 RSUs, respectively, with an estimated grant-date fair value of $15.0 million and $17.6 million, respectively. The RSU awards will vest ratably over 3 years. RSU activity for the three months ended March 31, 2021 is as follows:


	Number of Shares	Weighted-Average Grant-Date Fair Value
(in thousands, except weighted-average fair value prices)
Unvested RSUs outstanding at December 31, 2020	1,194	$	38.01
RSUs granted	188	$	79.55
RSUs vested	(429)	$	36.89
RSUs forfeited	(10)	$	42.52
Unvested RSUs outstanding at March 31, 2021	943	$	46.57

As of March 31, 2021, there was $28.9 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.1 years. The fair value of RSU awards is based on the market value of our common stock on the date of grant.

Performance-Based Restricted Stock Units

For the three months ended March 31, 2021 and 2020, we awarded 66,448 and 181,365 PBRSUs, respectively with an estimated grant-date fair value of $5.4 million and $6.8 million, respectively. These awards are generally subject to service-based, performance-based, and market-based vesting conditions. In addition, we granted 227,781 and 111,488 as of March 31, 2021 and 2020, respectively, for changes in performance expectations under the corresponding plans.

The service and performance period for the 2021 PBRSU grants is from January 2021 to December 2023 and the performance metric is adjusted earnings per share, subject to modification based on relative total stockholder return, a market-based vesting condition. The performance and service period for the 2020 PBRSUs is from January 2020 to December 2022 and the performance metric is adjusted earnings per share, subject to modification based on relative total stockholder return, a market-based vesting condition.

The fair value of PBRSU awards are based on the market value of our common stock on the date of grant. For PBRSUs with market-based vesting conditions, we also use the Monte-Carlo simulation with the following weighted-average assumptions:


	For the Three Months Ended March 31,
	2021		2020
Expected dividend yield (1)	—	%	—	%
Risk-free interest rate (2)	0.55	%	0.60	%
Expected volatility (3)	33.92	%	32.53	%
Average total stockholder return (3)	(18.49)	%	(21.47)	%

(1) Since PBRSU participants are credited with dividend equivalent shares when dividends are paid, 0.00% was used in the Monte-Carlo simulation which is mathematically equivalent to paying dividend equivalents upon vesting. Please see Note 1 - Basis for Condensed Consolidated Financial Statements for further information regarding dividends. (2) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) The expected volatility and average total stockholder return are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.

Additionally, within our outstanding unvested PBRSUs shown in the table below, there are prior year grants which do not include market-based conditions, but instead have adjusted EBITDA margin or organic revenue growth rate as the performance metric.

PBRSU activity for the three months ended March 31, 2021 is as follows:


	Number of Shares	Weighted-Average Grant-Date Fair Value
(in thousands, except weighted-average fair value prices)
Unvested PBRSUs outstanding at December 31, 2020	671	$	41.89
PBRSUs granted due to change in units based on performance expectations	228
PBRSUs granted	66	$	80.93
PBRSUs vested	(258)	$	46.04
PBRSUs forfeited	(12)	$	36.32
Unvested PBRSUs outstanding at March 31, 2021	695	$	44.03

As of March 31, 2021, there was $17.1 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.9 years.

Stock Options

Prior to 2015, we issued stock options as incentive compensation for certain employees. Option activity for the three months ended March 31, 2021 is as follows:


(in thousands, except weighted-average price)	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Options outstanding at December 31, 2020	158	$	27.26
Options exercised	—	$	—
Options outstanding at March 31, 2021	158	$	27.26	0.0	$	8,221

As of March 31, 2021, there was no unrecognized compensation cost related to unvested stock options.

There were no options exercised during the three months ended March 31, 2021. The intrinsic value of options exercised was $0.3 million for the three months ended March 31, 2020. This intrinsic value represents the difference between the fair market value of our common stock on the date of exercise and the exercise price of each option.

Employee Stock Purchase Plan

The employee stock purchase plan allows eligible employees to purchase our common stock at 85.0% of the lesser of the closing price on the first day or the last day of each quarter. Our employee stock purchase plan was approved by our stockholders at our 2012 annual meeting of stockholders and the first offering period commenced in October 2012. We recognize an expense for the amount equal to the estimated fair value of the discount during each offering period.

The following table sets forth the share-based compensation expense recognized for the three months ended March 31, 2021 and 2020:




(in thousands)	2021		2020
RSUs	$	6,993	$	5,687
PBRSUs	1,920		1,575
Stock options	—		—
Employee stock purchase plan	720		699
	$	9,633	$	7,961

The table above includes $1.0 million and $0.5 million of share-based compensation expense within cost of services in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020.