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STOCK-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company currently has one active plan, the Seventh Amended and Restated LendingTree 2008 Stock Plan (the “Equity Award Plan”), under which future awards may be granted, which currently covers outstanding stock options to acquire shares of the Company's common stock, restricted stock, restricted stock with performance conditions, RSUs and RSUs with performance conditions, and provides for the future grants of these and other equity awards. Under the Equity Award Plan, the Company is authorized to grant stock options, restricted stock, RSUs, and other equity-based awards for up to 6.7 million shares of LendingTree common stock to employees, and to non-employee consultants and directors. The Equity Award Plan has a stated term of ten years and provides that the exercise price of stock options granted will not be less than the market price of the common stock on the grant date. The Equity Award Plan does not specify grant dates or vesting schedules, as those determinations are delegated to the Compensation Committee of the board of directors. Each grant agreement reflects the vesting schedule for that particular grant, as determined by the Compensation Committee. The Compensation Committee has the authority to modify the vesting provisions of an award. Non-cash compensation related to equity awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands):
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
Cost of revenue | $ | 1,608 |  |  | $ | 1,639 |  |  | $ | 1,319 |
Selling and marketing expense | 8,282 |  |  | 7,480 |  |  | 6,240 |
General and administrative expense | 40,233 |  |  | 50,989 |  |  | 39,650 |
Product development | 8,418 |  |  | 8,447 |  |  | 6,524 |
Restructuring and severance | 1,083 |  |  | — |  |  | — |
Total non-cash compensation | $ | 59,624 |  |  | $ | 68,555 |  |  | $ | 53,733 |
For the years ended December 31, 2022, 2021, and 2020, the Company recognized $12.0 million, $14.1 million, and $11.4 million, respectively, of income tax benefit, including state taxes, related to non-cash compensation. Additionally, for the year ended December 31, 2022, the Company recognized excess tax expense of $5.1 million, and for the years ended December 31, 2021, and 2020, the Company recognized excess tax benefit of $11.7 million, and $2.5 million, respectively, including state taxes, in income tax expense. See Note 2—Significant Accounting Policies, for additional information regarding excess tax benefits and deficiencies. Stock Options A summary of changes in outstanding stock options is as follows:
| Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term |  | Aggregate Intrinsic Value(a)
|  |  | (per option) |  | (in years) |  | (in thousands)
Outstanding at December 31, 2021 | 676,293 |  |  | $ | 169.71 |  |  |  |  |
Granted | 157,632 |  |  | 103.54 |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Forfeited | (22,371) |  |  | 204.46 |  |  |  |  |
Expired | (6,475) |  |  | 256.11 |  |  |  |  |
Outstanding at December 31, 2022 | 805,079 |  |  | $ | 155.10 |  |  | 5.18 |  | $ | — |
Options exercisable | 512,029 |  |  | $ | 133.50 |  |  | 3.3 |  | $ | — |
(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $21.33 on the last trading day of 2022 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2022. The intrinsic value changes based on the market value of the Company's common stock. As of December 31, 2022, there was approximately $18.1 million of unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted-average period of approximately 2.3 years. Upon exercise, the intrinsic value represents the pre-tax difference between the Company's closing stock price on the exercise date and the exercise price, multiplied by the number of stock options exercised. During the year ended December 31, 2022, there were no stock options exercised. During the years ended December 31, 2021 and 2020, the total intrinsic value of stock options that were exercised was $51.4 million and $6.8 million, respectively. As there were no options exercised for the year ended December 31, 2022, no cash was received from stock option exercises. During the years ended December 31, 2022, 2021, and 2020, the Company granted stock options with a weighted average grant date fair value per share of $53.21, $128.86, and $116.08, respectively, of which the vesting periods include (a) immediately upon grant, (b) earlier of one year from grant date and the Company's annual meeting of stockholders for 2023, (c) 33% over a period of three years from the grant date, (d) 25% over a period of four years from the grant date, and (e) certain grants to executive officers that vest over periods of up to six years. For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the stock options, except the December 2020 grant to the Chairman and Chief Executive Officer described below, was estimated using the Black-Scholes option pricing model, which requires the use of various key assumptions. The weighted average assumptions used are as follows:
| Year Ended December 31,
| 2022 | 2021 | 2020
Expected term (1) | 5.00-6.00 years | 5.00 - 6.00 years | 5.00 - 6.25 years
Expected dividend (2) | — |  | — |  | — |
Expected volatility (3) | 53% - 56% | 53%- 59% | 52% - 60%
Risk-free interest rate (4) | 1.62% - 3.23% | 0.59%- 1.15% | 0.33% - 0.96%
(1)The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees. (2)For all stock options granted during the years ended December 31, 2022, 2021, and 2020, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3)The expected volatility rate is based on the historical volatility of the Company's common stock. (4)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. In December 2020, the Company granted time-based stock options to its Chairman and Chief Executive Officer at a premium exercise price of $300, representing an approximate 25% premium over the closing market price of LendingTree's common stock on the date of grant. The net after-tax shares acquired through exercise of these stock options are subject to a two-year post-exercise holding requirement. For purposes of determining stock-based compensation expense, the grant date fair value per share of these time-based stock options was estimated using the Monte Carlo simulation model. The key assumptions used in the valuation are as follows: (1)An average expected term of 6.90 years based on the midpoint between the first day that the stock options are both vested and in-the-money and the end of the contractual term. (2)A zero expected dividend rate as no dividends are expected to be paid over the contractual term of the stock options. (3)An expected volatility rate of 52% based on the historical volatility of the Company's common stock. (4)A risk-free interest rate of 0.92% based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. (5)An 8.8% discount for the post-exercise holding requirement, calculated using the cost-of-carry method, the Chaffe protective put method, and the Finnerty model. During the years ended December 31, 2022, 2021 and 2020, the total grant date fair value of options vested was $9.2 million, $10.8 million and $5.8 million, respectively. Stock Options with Market Conditions A summary of changes in outstanding stock options with market conditions at target is as follows:
| Number of Options with Market Conditions |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term |  | Aggregate Intrinsic Value(a)
|  |  | (per option) |  | (in years) |  | (in thousands)
Outstanding at December 31, 2021 | 700,209 |  |  | $ | 236.01 |  |  |  |  |
Granted | 47,639 |  |  | 195.10 |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Forfeited | — |  |  | — |  |  |  |  |
Expired | (13,163) |  |  | 378.95 |  |  |  |  |
Outstanding at December 31, 2022 | 734,685 |  |  | $ | 230.79 |  |  | 5.68 |  | $ | — |
Options exercisable | 481,669 |  |  | $ | 195.10 |  |  | 4.60 |  | $ | — |
(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $21.33 on the last trading day of 2022 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2022. The intrinsic value changes based on the market value of the Company's common stock. As of December 31, 2022, there was approximately $18.8 million of unrecognized compensation cost related to stock options with market conditions. These costs are expected to be recognized over a weighted-average period of approximately 2.7 years. For single cliff-vesting stock options with market conditions, the fair value will be recognized on a straight-line basis through each grant’s vest date, whether or not any of the total shareholder return targets are met. For graded-vesting stock options with market conditions, the fair value will be recognized using graded vesting expense attribution, whether or not any of the total shareholder return targets are met. No stock options with market conditions were granted in 2021. During the year ended December 31, 2020, the Company granted stock options with a weighted-average grant date fair value per share of $142.54. The single cliff-vesting stock options granted during the year ended December 31, 2020 have a vest date of March 31, 2024. The graded-vesting stock options granted during the year ended December 31, 2020 have a vesting schedule with vesting dates of December 31, 2024, December 31, 2025 and December 31, 2026. For purposes of determining stock-based compensation expense, the weighted-average grant date fair value per share of the stock options with a market condition was estimated using the Monte Carlo simulation model, which requires the use of various key assumptions. The weighted-average assumptions used for single cliff-vesting stock options with a market condition are as follows:
| Year Ended December 31, 2020
Expected term (1) | 7.00 years
Expected dividend (2) | — |
Expected volatility (3) | 51 | %
Risk-free interest rate (4) | 1.03 | %
(1)The expected term of stock options with a market condition granted was calculated using the midpoint between the weighted average time of vesting and the end of the contractual term. (2)For all stock options with a market condition granted during the years ended December 31, 2020, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3)The expected volatility rate is based on the historical volatility of the Company's common stock. (4)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. In December 2020, the Company granted graded-vesting stock options with a market condition to its Chairman and Chief Executive Officer at a premium exercise price of $300, representing an approximate 25% premium over the closing market price of LendingTree's common stock on the date of grant. The net after-tax shares acquired through exercise of these stock options are subject to a two-year post-exercise holding requirement. The key assumptions used in the Monte Carlo simulation model to determine the grant date fair value per share of these graded-vesting stock options with a market condition are as follows: (1)An average expected term of 7.54 years based on the midpoint between vesting and the end of the contractual term. (2)A zero expected dividend rate as no dividends are expected to be paid over the contractual term of the stock options. (3)An expected volatility rate of 52% based on the historical volatility of the Company's common stock. (4)A risk-free interest rate of 0.92% based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. (5)An 8.8% discount for the post-exercise holding requirement, calculated using the cost-of-carry method, the Chaffe protective put method, and the Finnerty model. The single cliff-vesting stock options with a market condition granted in 2020 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 81% stock price appreciation and a maximum of 31,940 shares for achieving superior performance. No shares will vest unless 41% of the targeted performance is achieved. The performance measurement period ends on March 31, 2024. The graded-vesting stock options with a market condition granted in 2020 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 135% stock price appreciation and a maximum of 363,464 shares for achieving superior performance. No shares will vest unless 81% of the targeted performance is achieved. The performance measurement period ends on March 31, 2025. The stock options with a market condition granted in 2019 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 81% stock price appreciation and a maximum of 27,132 shares for achieving superior performance. No shares will vest unless 41% of the targeted performance is achieved. The performance measurement period ends on March 31, 2023. The performance measurement period for the stock options with market conditions granted in conjunction with the 2017 Chairman and Chief Executive Officer grants ended on September 30, 2022. The grants had a target number of shares of 434,030 that would vest upon achieving a targeted total shareholder return performance of 110% stock price appreciation and a maximum of 724,831 shares for achieving superior performance. No shares would vest unless 70% of the targeted performance is achieved. At September 30, 2022, an additional 47,639 shares were granted to reflect the actual total shareholder return performance above the target, as reflected in the table above. The performance measurement period for stock options with a market condition granted in 2018 ended on March 31, 2022. The grant had a target number of shares of 13,163 that would vest upon achieving a targeted total shareholder return performance of 81% stock price appreciation and a maximum of 21,982 shares for achieving superior performance. No shares would vest unless 41% of the targeted performance was achieved. At March 31, 2022, the target number of shares expired due to the actual total shareholder return performance not meeting the 41% of the targeted performance measure, as reflected in the table above. For all stock options with market conditions, time-based service vesting conditions would also have to be satisfied in order for shares to become fully vested and no longer subject to forfeiture. As of December 31, 2022, a maximum of 422,537 may be earned for achieving superior performance up to 167% of the remaining unvested target number of shares. As of December 31, 2022, no additional performance-based nonqualified stock options with a market condition had been earned. Restricted Stock Units A summary of changes in outstanding nonvested RSUs is as follows:
| RSUs
| Number of Units |  | Weighted Average Grant Date Fair Value
|  |  | (per unit)
Nonvested at December 31, 2021 | 308,068 |  |  | $ | 226.55 |
Granted (a) | 422,820 |  |  | 97.54 |
Vested | (139,652) |  |  | 234.78 |
Forfeited | (106,183) |  |  | 154.64 |
Nonvested at December 31, 2022 | 485,053 |  |  | $ | 127.46 |
(a)The grant date fair value per share of the RSUs is calculated as the closing market price of LendingTree's common stock at the time of grant. As of December 31, 2022, there was approximately $39.0 million of unrecognized compensation cost related to RSUs. These costs are expected to be recognized over a weighted-average period of approximately 1.8 years. The total fair value of RSUs that vested during the years ended December 31, 2022, 2021, and 2020 was $11.5 million, $21.7 million and $22.4 million, respectively. Restricted Stock Units with Performance Conditions A summary of changes in outstanding nonvested RSUs with performance conditions is as follows:
| RSUs with Performance Conditions |  |
| Number of Units |  | Weighted Average Grant Date Fair Value |  |  |  |
|  |  | (per unit) |  |  |  |
Nonvested at December 31, 2021 | — |  |  | $ | — |  |  |  |  |
Granted | 16,000 |  |  | 83.25 |  |  |  |  |
Vested | — |  |  | — |  |  |  |  |
Forfeited | — |  |  | — |  |  |  |  |
Nonvested at December 31, 2022 | 16,000 |  |  | $ | 83.25 |  |  |  |  |
No RSUs with performance conditions were granted in 2021, or 2020. As of December 31, 2022, there was no unrecognized compensation cost related to RSUs with performance conditions. The total fair value of RSUs with performance conditions that vested during the years ended December 31, 2021, and 2020 was $0.9 million and $2.6 million, respectively. Restricted Stock Awards with Performance Conditions No RSAs with performance conditions were granted in 2022, 2021, or 2020. During 2018, the Company granted time-vested RSAs with a performance condition to its Chairman and Chief Executive Officer, which vested through December 31, 2021. The terms of this award were fixed in compensation agreements in July 2017 with a total grant date fair value of $21.9 million. The performance condition was tied to the Company's operating results during the first six months of 2018, and has been met. The total fair value of RSAs with performance conditions that vested during the years ended December 31, 2021 and 2020 was $4.1 million and $6.2 million, respectively. Restricted Stock Awards with Market Conditions A summary of changes in outstanding nonvested RSAs with market conditions at target is as follows:
| RSAs with Market Conditions
| Number of Awards |  | Weighted Average Grant Date Fair Value
|  |  | (per unit)
Nonvested at December 31, 2021 | 26,674 |  |  | $ | 340.25 |
Granted | 2,927 |  |  | 340.25 |
Vested | (29,601) |  |  | 340.25 |
Forfeited | — |  |  | — |
Nonvested at December 31, 2022 | — |  |  | $ | — |
No RSAs with market conditions were granted in 2021 or 2020. During 2018, the Company granted RSAs with market conditions to its Chairman and Chief Executive Officer with a total grant date fair value of $1.9 million. The performance measurement period ended on September 30, 2022, and 29,601 shares were earned. The performance measurement period for restricted stock awards with market conditions granted in 2018 ended on September 30, 2022. The grant had a target number of shares of 26,674 that would vest upon achieving a targeted total shareholder return performance of 110% stock price appreciation and a maximum of 44,545 shares for achieving superior performance. No shares would vest unless 70% of the targeted performance was achieved. At September 30, 2022, an additional 2,927 were granted to reflect the actual total shareholder return performance above the target, as reflected in the table above. As of December 31, 2022, there was no unrecognized compensation cost related to RSAs with market conditions. The total fair value of RSAs with market conditions that vested during the year ended December 31, 2022 was $0.7 million. Employee Stock Purchase Plan During 2021, the Company implemented an employee stock purchase plan (“ESPP”), under which a total of 262,731 shares of the Company's common stock were reserved for issuance. The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code. Under the terms of the ESPP, eligible employees are granted options to purchase shares of the Company's common stock at 85% of the lesser of (1) the fair market value at time of grant or (2) the fair market value at time of exercise. The offering periods and purchase periods are typically 6-month periods ending on June 30 and December 31 of each year. During the year ended December 31, 2022, 30,375 shares were purchased under the ESPP at a weighted average purchase price of $27.19 per share, resulting in cash proceeds of $0.8 million. During the year ended December 31, 2021, 5,543 shares were purchased under the ESPP at a weighted average purchase price of $103.62 per share, resulting in cash proceeds of $0.6 million. As of December 31, 2022 and 2021, 226,813 and 257,188 shares, respectively, were available for issuance under the ESPP. For the years ended December 31, 2022 and 2021, the Company granted Employee Stock Purchase Rights to certain employees with a weighted average grant date fair value per share of $20.96 and $42.39 respectively, calculated using the Black-Scholes option pricing model. For purposes of determining stock-based compensation expense, the grant date fair value per share estimated using the Black-Scholes option pricing model required the use of the following key assumptions:
| Year Ended December 31,
| 2022 | 2021
Expected term (1) | 0.50 years | 0.33 years
Expected dividend (2) | — |  | — |
Expected volatility (3) | 49% - 73% | 46%
Risk-free interest rate (4) | 0.19% - 2.51% | 0.05%
(1)The expected term was calculated using the time period between the grant date and the purchase date. (2)No dividends are expected to be paid, resulting in a zero expected dividend rate. (3)The expected volatility rate is based on the historical volatility of the Company's common stock. (4)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the Employee Stock Purchase Rights, in effect at the grant date.

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