STOCK-BASED COMPENSATION | 16. STOCK-BASED COMPENSATION In May 2020, shareholders approved the DIRTT Environmental Solutions Ltd. Long-Term Incentive Plan (the “2020 LTIP”) at the annual and special meeting of shareholders. The 2020 LTIP gives the Company the ability to award options, share appreciation rights, restricted share units, restricted shares, dividend equivalent rights granted in connection with restricted share units, vested share awards, and other share-based awards and cash awards to eligible employees, officers, consultants and directors of the Company and its affiliates. In accordance with the 2020 LTIP, the sum of (i) 5,850,000 common shares plus (ii) the number of common shares subject to stock options previously granted under the Company’s Amended and Restated Incentive Stock Option Plan (the “Stock Option Plan”) that, following May 22, 2020, expire or are canceled or terminated without having been exercised in full have been reserved for issuance under the 2020 LTIP. Upon vesting of certain LTIP awards, the Company may withhold and sell shares as a means of meeting DIRTT’s tax withholding requirements in respect of the withholding tax remittances required in respect of award holders. To the extent the fair value of the withheld shares upon vesting exceeds the grant date fair value of the instrument, the excess amount is credited to retained earnings or deficit. The change of 100% of the Board of Directors combined with the prior Board declining to endorse the incoming board constituted a Change of a Control, under the terms of the 2020 LTIP, as of April 26, 2022. As a result, all outstanding and unvested LTIP awards granted under the 2020 LTIP plan for any holder terminated without Cause within twelve (12) months following the Change of Control vested immediately upon such termination. The Company also maintains the DIRTT Environmental Solutions Ltd. Deferred Share Unit Plan for Non-Employee Directors pursuant to which deferred share units ("DSUs") are granted to the Company’s non-employee directors. DSUs are settled solely in cash. Prior to the approval of the 2020 LTIP, the Company granted awards of options under the Stock Option Plan and awards of performance share units (“PSUs”) under the DIRTT Environmental Solutions Ltd. Performance Share Unit Plan (the “PSU Plan”). Following the approval of the 2020 LTIP, no further awards will be made under either the Stock Option Plan or the PSU Plan, but both remain in place to govern the terms of any awards that were granted pursuant to such plans and remain outstanding Stock-based compensation expense For the Year Ended December 31, 2022 2021 2020 Equity-settled awards 3,943 4,453 1,832 Cash-settled awards 334 260 519 4,277 4,713 2,351 The following summarizes RSUs (as defined below), Share awards, PSUs, and DSUs activity during the periods: RSU Time- RSU Performance- Share Based Based Awards PSU DSU Number of Number of Number of Number of Number of units units units units units Outstanding at December 31, 2020 2,414,063 200,000 - 197,471 363,664 Granted 1,976,697 878,601 - - 144,969 Vested ( 661,775 ) ( 2,294 ) - ( 34,635 ) ( 147,056 ) Withheld to settle employee tax obligations ( 174,103 ) ( 1,960 ) - - - Forfeited ( 338,346 ) ( 52,608 ) - ( 5,636 ) - Outstanding at December 31, 2021 3,216,536 1,021,739 - 157,200 361,577 Granted 2,157,149 863,279 222,170 - 1,305,658 Vested or settled ( 2,199,034 ) ( 796,011 ) ( 154,016 ) - ( 501,916 ) Withheld to settle employee tax obligations ( 526,346 ) ( 242,460 ) ( 68,154 ) - - Forfeited ( 762,968 ) ( 502,628 ) - - - Expired - - - ( 157,200 ) - Outstanding at December 31, 2022 1,885,337 343,919 - - 1,165,319 Restricted share units (time-based vesting) Restricted share units that vest based on time have an aggregate time-based vesting period of three years and generally one-third of the RSUs vest every year over a three-year period from the date of grant (the “RSU’s”). At the end of a three-year term, the associated RSUs will be settled by way of the provision of cash or shares to employees (or a combination thereof), at the discretion of the Company. The weighted average fair value of the RSUs granted in 2022 was C$ 2.37 (2021 – C$ 2.78 ) which was determined using the closing price of the Company’s common shares on their respective grant dates. Restricted share units (performance-based vesting) During 2022 and 2021, restricted share units were granted to executives with service and performance-based conditions for vesting (the “PRSUs”). If the Company’s share price increases to certain values for 20 consecutive trading days, as outlined below, a percentage of the PRSUs will vest at the end of the three-year service period. All PRSUs awarded in 2020 were awarded to a single executive who forfeited those awards in January 2022 upon departure from the Company. The grant date fair value of the 2022 and 2021 PRSUs were valued using the Monte Carlo valuation method and determined to have a weighted average grant date fair value of C$ 1.87 and C$ 3.27 , respectively. Based on share price performance since the date of grant, none of the 2022 PRSUs and 66.7 % of the 2021 PRSUs will vest upon completion of the three-year service period. % of PRSUs Vesting 33.3 % 66.7 % 100.0 % 150.0 % 2022 and 2021 PRSUs $ 3.00 $ 4.00 $ 5.00 $ 7.00 Share awards During the first quarter of 2022, certain executives were issued share awards in lieu of cash paid variable incentive compensation (“Share Awards”). These Share Awards vested upon grant. The fair value of the Share Awards granted was C$ 2.40 ($ 1.88 ), which was determined using the closing price of the Company’s common shares on the grant date. In the fourth quarter of 2022, 59,488 Share Awards were issued to employees as a component of their compensation. During the third quarter of 2022, certain executives were provided a variable compensation plan for the achievement of certain financial targets payable partially in cash and partially in share awards. Based on the Company's performance to date relative to the financial targets, no share awards have been recorded under this compensation plan for the year ended December 31, 2022. Under the plan, 1.3 million shares could have been awarded if the maximum targets were achieved based on the Company's share price at December 31, 2022. Deferred share units The fair value of the liability and the corresponding expense is charged to profit or loss at the grant date. Subsequently, at each reporting date between the grant date and settlement date, the fair value of the liability is remeasured with any changes in fair value recognized in profit or loss for the year. DSUs outstanding at December 31, 2022 had a fair value of $ 0.6 million which is included in other liabilities on the balance sheet (2021 – $ 0.8 million). Options The following summarizes options granted, exercised, forfeited and expired during the periods: Number of Weighted average options exercise price C$ Outstanding at December 31, 2020 4,774,328 6.52 Forfeited or expired ( 709,839 ) 7.07 Outstanding at December 31, 2021 4,064,489 6.64 Forfeited or expired ( 2,584,420 ) 6.41 Outstanding at December 31, 2022 1,480,069 7.03 Exercisable at December 31, 2022 1,480,069 7.03 Range of exercise prices outstanding at December 31, 2022: Options outstanding Options exercisable Weighted Weighted Weighted Weighted average average average average Number remaining exercise Number remaining exercise Range of exercise prices outstanding life price C$ exercisable life price C$ C$ 4.01 – C$ 6.00 15,025 1.89 4.12 15,025 1.89 4.12 C$ 6.01 – C$ 7.00 758,142 1.07 6.33 758,142 1.07 6.33 C$ 7.01 – C$ 8.00 706,902 1.37 7.84 706,902 1.37 7.84 Total 1,480,069 1,480,069 Range of exercise prices outstanding at December 31, 2021: Options outstanding Options exercisable Weighted Weighted Weighted Weighted average average average average Number remaining exercise Number remaining exercise Range of exercise prices outstanding life price C$ exercisable life price C$ C$ 4.01 – C$ 6.00 22,537 2.89 4.12 15,025 2.89 4.12 C$ 6.01 – C$ 7.00 3,281,199 1.79 6.38 1,549,301 1.87 6.36 C$ 7.01 – C$ 8.00 760,753 2.37 7.84 515,153 2.37 7.84 Total 4,064,489 2,079,479 Dilutive instruments For the year ended December 31, 2022, 1.5 million options (2021 – 4.1 million, 2020 – 4.8 million) and 2.2 million RSUs and PRSUs (2021 – 3.4 million, 2020 - 2.7 million) and 109.1 million shares which would be issued if the principal amount of the Debentures were settled in our common shares at the year end share price (2021- 27.4 million and 2020 - nil) were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive to the net loss per share. |