STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION In May 2020, shareholders approved the DIRTT Environmental Solutions Long Term Incentive Plan (the “2020 LTIP”). The 2020 LTIP replaced the predecessor incentive plans, being the Performance Share Unit Plan (“PSU Plan”) and the Amended and Restated Stock Option Plan (“Stock Option 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. In May 2023, shareholders approved the DIRTT Environmental Solutions Ltd. Amended and Restated Long-Term Incentive Plan (the “2023 LTIP”) at the annual and special meeting of shareholders. The 2023 LTIP gives the Company the ability to award options, share appreciation rights, restricted share units, deferred share units, restricted shares, dividend equivalent rights, 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 2023 LTIP, the sum of (i) 12,350,000 common shares plus (ii) the number of common shares subject to stock options previously granted under the Stock Option Plan that, following May 22, 2020, expire or are cancelled or terminated without having been exercised in full, have been reserved for issuance under the 2023 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. In May 2024, shareholders approved the DIRTT Environmental Solutions Ltd. Second Amended and Restated Long-Term Incentive Plan (the “2024 LTIP”) at the annual and special meeting of shareholders. The effective date of the 2024 LTIP is May 9, 2024. The 2024 LTIP gives the Company the ability to award options, share appreciation rights, restricted share units, deferred share units, restricted shares, dividend equivalent rights, 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 2024 LTIP, the sum of (i) 27,350,000 common shares plus (ii) the number of common shares subject to stock options previously granted under the Stock Option Plan that, following May 22, 2020, expire or are cancelled or terminated without having been exercised in full, have been reserved for issuance under the 2024 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. Deferred share units (“DSUs”) have historically been granted to non-employee directors under the Deferred Share Unit Plan for Non-Employee Directors (as amended and restated, the “DSU Plan”) and settleable only in cash. The 2024 LTIP gives the Company the ability to settle DSUs in either cash or common shares, while consolidating future share-based awards under a single plan. The terms of the DSU Plan are otherwise materially unchanged as incorporated into the 2024 LTIP. Effective May 30, 2023, no new awards will be made under the DSU Plan, but awards previously granted under the DSU Plan will continue to be governed by the DSU Plan. DSUs are settled following cessation of services with the Company. Stock-based compensation expense For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Equity-settled awards 627 594 1,641 2,106 Cash-settled awards 176 475 264 437 803 1,069 1,905 2,543 The following summarizes RSUs, PRSUs (as defined herein), 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, 2022 1,885,337 343,919 - - 1,165,319 Granted 3,549,500 - 522,883 2,584,161 1,646,420 Vested or settled ( 987,054 ) ( 258,760 ) ( 522,883 ) - ( 220,590 ) Withheld to settle employee tax obligations ( 64,230 ) - - - - Forfeited or expired ( 600,345 ) - - ( 738,553 ) - Outstanding at September 30, 2023 3,783,208 85,159 - 1,845,608 2,591,149 Outstanding at December 31, 2023 3,530,564 64,029 - 1,845,608 3,086,172 Granted 8,456,663 - - - 1,409,962 Vested or settled ( 1,336,802 ) ( 12,574 ) - - ( 741,306 ) Withheld to settle employee tax obligations ( 351,672 ) - - - - Forfeited or expired ( 159,663 ) ( 6,278 ) - - - Outstanding at September 30, 2024 10,139,090 45,177 - 1,845,608 3,754,828 Restricted share units (time-based vesting) Except as noted below, outstanding restricted share units (“RSUs’) 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. At the end of a three-year term, the 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 the nine months ended September 30, 2023 and 2024 were C$ 0.46 and C$ 0.67 , respectively, which was determined using the closing price of the Company’s common shares on their respective grant dates. During the third quarter, certain of the Company’s executives were issued (i) 5 million RSUs which will cliff vest on August 14, 2026 and (ii) 975,000 RSUs, one-third of which will vest every year over a three-year period from the date of grant, in each case such vesting is generally subject to continued employment. Once vested, the 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 was C$ 0.75 , which was determined using the closing price of the Company’s common shares on the grant date. 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. 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, 66.7 % of the 2021 PRSUs vested on March 1, 2024, but none of the 2022 PRSUs will vest upon completion of the three-year service period. % of PRSUs Vesting 33.3 % 66.7 % 100.0 % 150.0 % 2021 and 2022 PRSUs $ 3.00 $ 4.00 $ 5.00 $ 7.00 Share awards There were no share awards granted or vested during the first nine months of 2024. In the first quarter of 2023, 36,254 share awards were issued to a consultant as compensation for services rendered. During the quarter ended June 30, 2023, certain executives were issued share awards in lieu of cash paid variable incentive compensation. These share awards vested upon grant. The fair value of the share awards granted was C$ 0.49 ($ 0.34 ), which was determined using the closing price of the Company’s common shares on the grant date. Performance share units During the second quarter of 2023, certain executives were issued a strategic equity grant through Performance Share Units (“PSUs”). The performance period of the PSUs is from January 1, 2023 to December 31, 2026 with a cliff vesting term for December 31, 2026 . 2,584,161 PSUs were granted and depending on the level of performance, the PSUs will vest 100 %, 160 % or 190 % up to a maximum of 4,909,907 PSUs. Settlement will be made in the form of shares issued from treasury. The performance measures are a combination of Revenue and Earnings Before Interest, Taxes, Depreciation and Amortization and both targets have to be achieved. As of September 30, 2024, the fair value of these PSUs have been deemed to be nil based on the likelihood of achieving the targets compared to current results. During the third quarter of 2023, 738,553 PSUs with a $nil value were forfeited as a result of an executive departure and 1,845,608 PSUs with a $nil value are outstanding at September 30, 2024. Deferred share units Granted under the DSU Plan The fair value of the DSU 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 period. DSUs outstanding at September 30, 2024 had a fair value of $ 0.5 million which is included in other liabilities on the balance sheet (December 31, 2023 – $ 0.5 million). Granted under the 2023 and 2024 LTIP DSUs granted after May 30, 2023 (the “New DSUs”) will be settled by way of the provision of cash or shares (or a combination thereof) to the Directors, at the discretion of the Company. The Company intends to settle these DSUs through issuances of common shares. The weighted average fair value of the DSUs granted in 2023 and 2024 was C$ 0.46 ($ 0.34 ) and C$ 0.64 ($ 0.47 ), respectively, which was determined using the closing price of the Company’s common shares on the grant date. New DSUs outstanding at September 30, 2024 had a fair value of $ 1.2 million which is included in other liabilities on the balance sheet (December 31, 2023 – $ 0.6 million). Options The following summarizes options forfeited and expired during the periods: Number of Weighted average options exercise price C$ Outstanding at December 31, 2022 1,480,069 7.03 Forfeited ( 989,066 ) 6.97 Expired ( 263,725 ) 6.46 Outstanding at September 30, 2023 227,278 7.95 Outstanding at December 31, 2023 209,409 7.71 Forfeited ( 2,000 ) 7.84 Expired ( 207,409 ) 7.70 Exercisable at September 30, 2024 - - As at September 30, 2024, the Company had no outstanding options. Dilutive Instruments For the three and nine months ended September 30, 2024, 0.1 million and 2.0 million RSUs, 2.3 million and 1.8 million New DSUs, respectively, and 45.9 million shares which would have been issued if the principal amount of the Debentures were settled in common shares at the quarter-end price were included in the diluted earnings per share calculation. 0.04 million PRSUs, 1.8 million PSUs and 6.1 million and 8.1 million RSUs, in the three and nine months ended September 30, 2024, respectively, were excluded from the diluted weighted average number of common shares, as their effect would have been anti-dilutive to the net income per share. See Note 11 for the dilutive impact on net income per share. For the three and nine months ended September 30, 2023, 3.9 million RSUs (including PRSUs), 1.2 million New DSUs, 2.6 million PSUs, 0.2 million options, 1.1 million shares relating to equity-settled Variable Pay Plan (“VPP”) and 134.4 million shares which would be issued if the principal amount of the Debentures were settled in our common shares at the quarter-end price 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. |