Stock-Based Compensation

6 Months Ended

Jul. 31, 2021

Share-based Payment Arrangement [Abstract]

We maintain two stock-based compensation plans: the 2017 Equity Incentive Plan (2017 Plan) and the 2008 Equity Incentive Plan (2008 Plan), collectively referred to as the Stock Plans. We do not expect to grant any additional awards under the 2008 Plan. Outstanding awards under the 2008 Plan continue to be subject to the terms and conditions of the 2008 Plan.

The number of shares reserved for issuance under our 2017 Plan increases automatically on the first day of February of each calendar year during the term of the 2017 Plan by a number of shares of common stock equal to the lesser of (i) 5% of the total outstanding shares of our common stock as of the immediately preceding January 31 or (ii) a number of shares determined by our board of directors. On February 1, 2021, the number of shares reserved for issuance under the 2017 Plan increased automatically by 14,561,036 additional shares. As of July 31, 2021, there were 23,307,369 shares of common stock reserved and available for future issuance under the Stock Plans.

On June 1, 2021, we entered into a definitive agreement to be acquired by affiliates of CD&R and KKR. See Note 1 for details of the merger and description of resulting changes to our equity award programs and the treatment of our outstanding equity awards upon the closing of the merger.

Stock Options

The following table summarizes stock option activity and related information under the Stock Plans:


	Options Outstanding
	Number of Shares (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance — January 31, 2021	3,383	$	9.27	3.0	$	21,982
Exercised	(626)	6.49		—	—
Canceled	(139)	17.06		—	—
Balance — July 31, 2021	2,618	$	9.52	2.7	$	17,642

Restricted Stock Units (RSUs)

The following table summarizes RSUs activity and related information under the Stock Plans:


	RSUs Outstanding
	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value Per Share
Balance — January 31, 2021	34,764	$	11.91
Granted	8,345	15.78
Canceled	(2,642)	12.28
Vested and converted to shares	(8,935)	12.17
Balance — July 31, 2021	31,532	$	12.83

The unamortized stock-based compensation expense for RSUs of $372.4 million as of July 31, 2021 will be recognized over the weighted average remaining vesting period of 2.2 years.

Performance Restricted Stock Units (PRSUs)

In February 2021, our Compensation Committee authorized the granting of PRSUs to certain executive officers under the 2017 Plan. The PRSUs will vest based on Cloudera's achievement of certain performance goals during the performance period commencing on February 1, 2021 and ending on January 31, 2024. Upon achievement of performance goals, up to 1/6th of the PRSUs shall vest each half fiscal year subject to the executive’s continued service to Cloudera on the last day of the applicable half fiscal year. The number of PRSUs that will ultimately vest and be converted into shares of common stock will depend on Cloudera’s: (i) EBITDA excluding stock-based compensation; and (ii) Revenue.

During the six months ended July 31, 2021, 2.2 million shares of PRSUs were granted at a weighted average grant date fair value of $17.29 per share. All shares were outstanding at July 31, 2021. The unamortized stock-based compensation expense for PRSUs of $32.2 million as of July 31, 2021 will be recognized over the weighted average remaining vesting period of 1.5 years.

Employee Stock Purchase Plan

In March 2017, we adopted our 2017 Employee Stock Purchase Plan (ESPP). Each offering period consists of a six-month purchase period (commencing each June 21 and December 21).

We initially reserved 3,000,000 shares of our common stock for issuance under our ESPP. The number of shares reserved for issuance under our ESPP increases automatically on February 1 of each of the first 10 calendar years following the first offering date by the number of shares equal to the lesser of (i) 1% of the total outstanding shares of our common stock as of the immediately preceding January 31 (rounded to the nearest whole share) or (ii) a number of shares of our common stock determined by our board of directors. On February 1, 2021, the number of shares reserved for issuance under the ESPP increased automatically by 2,912,207 additional shares. As of July 31, 2021, the total number shares available for grant under the ESPP was 6,547,157 shares.

As part of the planned merger discussed in Note 1, our ESPP was suspended after our latest offering period ended June 21, 2021.

Cloudera, Inc. 10-Q