Share-based compensation | Share-based compensation The Company operates a share-based incentive plan over its shares to provide incentives to Gates’ senior executives and other eligible employees. During the three and nine months ended September 26, 2020, we recognized a charge of $4.9 million and $13.5 million, compared to $4.1 million and $10.5 million, respectively, in the prior year periods. Share-based incentive awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan Gates has a number of awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with our initial public offering in January 2018. No new awards have been granted under this plan since 2017. The options are split equally into four tiers, each with specific vesting conditions. Tier I options vest evenly over 5 years from the grant date, subject to the participant continuing to provide service to Gates on the vesting date. Tier II, III and IV options vest on achievement of specified investment returns by our majority owners, who are various investment funds managed by affiliates of The Blackstone Group Inc. (“Blackstone” or our “Sponsor”), at the time of a defined liquidity event, which is also subject to the participant’s continued provision of service to Gates on the vesting date. The performance conditions associated with Tiers II, III and IV must be achieved on or prior to July 3, 2022 in order for vesting to occur. All the options expire ten years after the date of grant. Due to Chinese regulatory restrictions on foreign stock ownership, awards granted under this plan to Chinese employees have been issued as stock appreciation rights (“SARs”). The terms of these SARs are identical to those of the options described above with the exception that no share is issued on exercise; instead, cash equivalent to the increase in the value of the shares from the date of grant to the date of exercise is paid to the employee. These awards are therefore treated as liability awards under Topic 718 “ Compensation - Stock Compensation ” and are revalued to their fair value at each period end. In addition to the above, in 2017, under the same plan, the Company issued 76,293 restricted stock units (“RSUs”). These RSUs vest evenly over three years from the date of grant, subject to the participant’s continued provision of service to Gates on the vesting date. The awards expire ten years after the date of grant, in December 2027. Changes in the awards granted under this plan are summarized in the tables below. Share-based incentive awards issued under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan In conjunction with the initial public offering in January 2018, Gates adopted a new equity-based compensation plan, which is a market-based long-term incentive program that allows for the issue of a variety of equity-based and cash-based awards, including stock options, SARs and RSUs. The SARs issued under this plan take the form of options, except that no share is issued on exercise; instead, cash equivalent to the increase in the value of the shares from the date of grant to the date of exercise is paid to the employee. These awards are therefore treated as liability awards under Topic 718 “ Compensation - Stock Compensation ” and are revalued to their fair value at each period end. The SARs and the majority of the share options issued under this plan vest evenly over either three years or four years from the grant date. The remainder of the options, the premium-priced options, vest evenly over a three year period, starting two years from the grant date. All options vest subject to the participant’s continued employment by Gates on the vesting date and expire ten years after the date of grant. The RSUs issued under the plan consist of time-vesting RSUs and performance-based RSUs (“PRSUs”). The time-vesting RSUs vest evenly over either one New awards and movements in existing awards granted under this plan are summarized in the tables below. Summary of movements in options outstanding Nine months ended September 26, 2020 Number of Weighted average exercise price Outstanding at the beginning of the period: —Tier I 3,825,855 $ 7.07 —Tier II 4,405,340 $ 7.01 —Tier III 4,405,340 $ 7.01 —Tier IV 4,405,340 $ 10.52 —SARs 772,450 $ 8.72 —Share options 1,610,485 $ 16.69 —Premium-priced options 796,460 $ 19.00 20,221,270 $ 9.09 Granted during the period: —SARs 69,361 $ 12.08 —Share options 1,193,114 $ 12.55 1,262,475 $ 12.52 Forfeited during the period: —Tier I (149,522) $ 9.56 —Tier II (528,317) $ 7.98 —Tier III (528,317) $ 7.98 —Tier IV (528,317) $ 11.96 —Share options (188,102) $ 16.31 (1,922,575) $ 10.01 Expired during the period: —Tier I (41,961) $ 13.44 —Share options (60,573) $ 17.21 (102,534) $ 15.67 Exercised during the period: —Tier I (424,726) $ 6.64 (424,726) $ 6.64 Outstanding at the end of the period: —Tier I 3,209,646 $ 6.93 —Tier II 3,877,023 $ 6.88 —Tier III 3,877,023 $ 6.88 —Tier IV 3,877,023 $ 10.32 —SARs 841,811 $ 9.00 —Share options 2,554,924 $ 14.77 —Premium-priced options 796,460 $ 19.00 19,033,910 $ 9.25 Exercisable at the end of the period 3,400,723 $ 8.46 Vested and expected to vest at the end of the period 7,367,055 $ 11.16 As of September 26, 2020, the aggregate intrinsic value of options that were vested or expected to vest was $14.7 million, and these options had a weighted average remaining contractual term of 6.9 years. As of September 26, 2020, the aggregate intrinsic value of options that were exercisable was $11.4 million, and these options had a weighted average remaining contractual term of 5.6 years. As of September 26, 2020, the unrecognized compensation charge relating to the nonvested options other than Tier II, Tier III and Tier IV options, was $8.7 million, which is expected to be recognized over a weighted-average period of 2.2 years. The unrecognized compensation charge relating to the nonvested Tier II, Tier III and Tier IV options was $25.0 million, which will be recognized on occurrence of a liquidity event as described above. During the three and nine months ended September 26, 2020, cash of $0.1 million and $2.8 million, respectively, was received in relation to the exercise of vested options, compared to $0 million and $1.6 million, respectively, during the three and nine months ended September 28, 2019. The aggregate intrinsic value of options exercised during the three and nine months ended September 26, 2020 was $0.1 million and $2.2 million, respectively, compared to $0 million and $2.0 million, respectively, during the three and nine months ended September 28, 2019. Summary of movements in RSUs and PRSUs outstanding Nine months ended September 26, 2020 Number of Weighted average Outstanding at the beginning of the period: —RSUs 718,269 $ 16.20 —PRSUs 248,550 $ 20.07 966,819 $ 17.20 Granted during the period: —RSUs 1,206,544 $ 11.78 —PRSUs 365,258 $ 14.41 1,571,802 $ 12.39 Forfeited during the period: —RSUs (87,199) $ 14.78 —PRSUs (42,158) $ 20.07 (129,357) $ 16.50 Vested during the period: —RSUs (229,606) $ 16.24 (229,606) $ 16.24 Outstanding at the end of the period: —RSUs 1,608,008 $ 12.96 —PRSUs 571,650 $ 16.45 2,179,658 $ 13.88 As of September 26, 2020, the unrecognized compensation charge relating to nonvested RSUs and PRSUs was $17.1 million, which is expected to be recognized over a weighted average period of 2.0 years, subject, where relevant, to the achievement of the performance conditions described above. The total fair value of RSUs and PRSUs vested during the three and nine months ended September 26, 2020 was $0.1 million and $2.8 million, respectively, compared to $0.1 million and $0.3 million, respectively, during the three and nine months ended September 28, 2019. Valuation of awards granted during the period The grant date fair value of the options and SARs are measured using a Black-Scholes valuation model. RSUs are valued at the share price on the date of grant. The premium-priced options and PRSUs were valued using Monte Carlo simulations. As Gates only has volatility data for its shares for the period since its initial public offering, this volatility has been weighted with the debt-levered volatility of a peer group of public companies in order to determine the expected volatility over the expected option life. The expected option life represents the period of time for which the options are expected to be outstanding and is based on consideration of the contractual life of the option, option vesting period, and historical exercise patterns. The weighted average fair values and relevant assumptions were as follows: Nine months ended September 26, 2020 September 28, 2019 Grant date fair value: —SARs $ 4.59 $ 5.88 —Share options $ 4.78 $ 5.88 —Premium-priced options n/a $ 5.65 —RSUs $ 11.78 $ 16.28 —PRSUs $ 14.41 $ 20.07 Inputs to the model: —Expected volatility - SARs 37.7 % 31.9 % —Expected volatility - share options 37.6 % 31.9 % —Expected volatility - premium-priced options n/a 31.9 % —Expected volatility - PRSUs 40.4 % 32.8 % —Expected option life for SARs 6.0 6.0 —Expected option life for share options 6.0 6.0 —Expected option life for premium-priced options n/a 7.0 —Risk-free interest rate: SARs 1.25 % 2.51 % Share options 1.33 % 2.51 % Premium-priced options n/a 2.53 % PRSUs 1.29 % 2.48 % |