Share-Based Compensation | 9. Share-Based Compensation Our share-based compensation consists of stock options, restricted stock units (“RSU”), and performance-based stock units (“PSU”). We also offer an employee stock purchase plan. Effective October 1, 2013, our employees participated in a share-based compensation plan, the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan, as amended ("2013 SIP"). Stock options awarded under the 2013 SIP vest either annually on a pro rata basis over a four - or five-year period or on a specific date if certain performance criteria are satisfied and certain equity values are attained. In addition, upon termination of service, all vested stock options must be exercised generally within 90 days after termination, or these awards will be forfeited. The stock option awards have a 10 -year contractual term and have an exercise price that is not less than the fair market value of the underlying stock on the date of grant. As of March 31, 2022 , there were 979,424 stock options and RSUs outstanding under the 2013 SIP. We ceased granting awards under the 2013 SIP as of April 24, 2018, and do not intend to grant any additional awards under the 2013 SIP. On April 24, 2018, in connection with our initial public offering ("IPO"), the Board of Directors and our stockholders approved the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (as amended and restated from time to time, the “2018 EIP”), which authorized the issuance of up to 13,500,000 shares of common stock to eligible participants through equity awards (the “Share Reserve”). On February 23, 2022, the Board of Directors approved an increase to the Share Reserve of the three percent of the number of shares of common stock outstanding on January 31, 2022 to take place on March 31, 2022, pursuant to this evergreen refresh provision of the 2018 EIP. On February 23, 2022, our Board of Directors approved an amendment effective April 1, 2022, to remove the evergreen refresh provision of the 2018 EIP that permitted the Share Reserve to be increased on March 31 of each of the first ten calendar years during the term of the 2018 EIP, by the lesser of (i) three percent of the number of shares of our common stock outstanding on each January 31 immediately prior to the date of increase or (ii) such number of shares of our common stock determined by the Board of Directors. Equity awards under the 2018 EIP vest either annually or quarterly on a pro rata basis, generally over a one -, three -, or four-year period. In addition, upon termination of service, all vested awards must be exercised within 90 days after termination, or these awards will be forfeited. The equity awards have a 10 -year contractual term, and the options have an exercise price that is not less than the fair market value of the underlying stock on the date of the grant. As of March 31, 2022 , there were 13,010,207 stock options, RSUs, and PSUs outstanding and 13,606,023 shares available for future grants of equity awards under the 2018 EIP. Total share-based compensation expense was $ 35.5 million and $ 22.8 million for the three months ended March 31, 2022, and 2021, respectively. Performance-Based Stock Options Performance-based stock option activity under the 2013 SIP and the 2018 EIP was as follows: Shares Weighted Weighted Aggregate Performance-based options outstanding at December 31, 2021 1,777,050 $ 64.72 8.3 $ 70.6 Granted — — — — Exercised ( 1,857 ) ( 13.46 ) — — Forfeited or expired — — — — Performance-based options outstanding at March 31, 2022 1,775,193 $ 64.78 8.0 $ 6.4 Performance-based options exercisable at March 31, 2022 195,848 $ 60.87 7.5 $ 1.5 Certain outstanding performance-based stock options under the 2018 EIP include equity awards in which vesting conditions must be met prior to September 13, 2022. The performance criteria is based on migrations of certain customers to Dayforce. We recognize share-based compensation for performance-based stock options based on the likelihood of performance criteria achievement. The performance criteria for certain of these awards have been met and share-based compensation expense was recognized during the three months ended March 31, 2022. As of March 31, 2022 , there was $ 9.2 million of share-based compensation expense related to unvested performance-based stock option awards not yet recognized, which is expected to be recognized over a weighted-average period of 0.9 years. Term-Based Stock Options Term-based stock option activity under the 2013 SIP and the 2018 EIP was as follows: Shares Weighted Weighted Aggregate Term-based options outstanding at December 31, 2021 8,515,869 $ 48.87 7.3 $ 473.4 Granted 23,857 70.83 — — Exercised ( 72,938 ) ( 36.91 ) — — Forfeited or expired ( 33,655 ) ( 64.35 ) — — Term-based options outstanding at March 31, 2022 8,433,133 $ 48.97 7.1 $ 176.4 Term-based options exercisable at March 31, 2022 4,294,076 $ 43.60 6.6 $ 108.4 As of March 31, 2022 , there was $ 56.7 million of share-based compensation expense related to unvested term-based stock options not yet recognized, which is expected to be recognized over a weighted-average period of 1.2 years. Restricted Stock Units RSU activity under the 2013 SIP and the 2018 EIP was as follows: Shares RSUs outstanding at December 31, 2021 1,935,939 Granted 1,396,866 Shares issued upon vesting of RSUs ( 248,888 ) Forfeited or canceled ( 34,397 ) RSUs outstanding at March 31, 2022 3,049,520 RSUs releasable at March 31, 2022 608,573 During the three months ended March 31, 2022 , 259,525 RSUs vested. As of March 31, 2022 , there were 2,440,947 unvested RSUs outstanding and 608,573 vested RSUs outstanding. As of March 31, 2022 , there was $ 157.2 million of share-based compensation expense related to unvested RSUs not yet recognized, which is expected to be recognized over a weighted-average period of 1.9 years. Performance Stock Units PSU activity under the 2018 EIP was as follows: Shares PSUs outstanding at December 31, 2021 318,745 Granted 577,015 Shares issued upon vesting of PSUs ( 155,526 ) Forfeited or canceled ( 8,449 ) PSUs outstanding at March 31, 2022 731,785 PSUs releasable at March 31, 2022 — On February 24, 2022, we granted PSUs under the 2022 Ceridian HCM Holding, Inc. Management Incentive Plan (the “2022 MIP”) for the incentive period of January 1, 2022 through December 31, 2022, and also as part of long term incentive grants to certain members of management. The vesting conditions for the PSUs granted on February 24, 2022, are based on the following performance criteria: (1) the Cloud revenue, excluding float revenue (the “Cloud Revenue Goal”) (2) the adjusted EBITDA, excluding float revenue (the “Adjusted EBITDA Goal”), and (3) the Sales per employee per month (“PEPM”) annual contract value (“ACV”) (the “Sales PEPM ACV Goal”), for fiscal year 2022 (collectively the “Performance Goals”). Both the Cloud Revenue Goal and the Adjusted EBITDA Goal are calculated based on our operating results on a constant currency basis as adjusted to exclude: float revenue; foreign exchange gain (loss); share-based compensation expense and related employer taxes; severance charges; restructuring consulting fees; significant acquisitions or disposals and related transaction costs; as well as other non-recurring items, subject to the Board of Directors approval. The Sales PEPM ACV Goal is calculated based on the sales of our solutions on a constant currency basis that contribute to Cloud recurring revenue. Any cash payment under the 2022 MIP and the vesting conditions for the PSU awards granted in 2022 will be determined based on our performance against the achievement of the Performance Goals, and the payout that a participant can receive may be between 0 % for not meeting the applicable thresholds of any of the Performance Goals, up to a maximum total payout of 167 % for achieving the maximum level of all of the Performance Goals. Upon vesting of a PSU, a participant will receive shares of common stock of the Company. The probability of vesting of the PSUs related to the 2022 MIP and as part of long term incentive grants to certain members of management will continue to be evaluated throughout 2022, and share-based compensation will be recognized in accordance with that probability. In 2021, we granted PSUs under the Ceridian HCM Holding Inc. 2021 Management Incentive Plan (the “2021 MIP”) for the incentive period of January 1, 2021 through December 31, 2021, and also as part of long term incentive grants to certain members of management. Upon vesting of a PSU, a participant will receive shares of common stock of the Company. The vesting conditions for the PSUs granted in 2021 were based on identical performance criteria, determined against our achievement of Cloud revenue and adjusted EBITDA margin goals for fiscal year 2021. On February 8, 2022, the Compensation Committee certified that we had achieved performance against the performance criteria equivalent to a total payout of 100 %. As a result, the PSUs granted under the 2021 MIP vested in full on March 8, 2022. One-third of the PSUs granted in 2021 as part of long term incentive grants to certain members of management vested on March 8, 2022 , and will vest on each of March 8, 2023 , and March 8, 2024 . Share-based compensation was recognized in 2021 in accordance with the achievement level and the remainder of the long term incentive grants will be expensed over the vesting period. As of March 31, 2022 , there was $ 78.5 million of share-based compensation expense related to unvested PSUs not yet recognized. Global Employee Stock Purchase Plan On November 9, 2018, the Board of Directors approved the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan (“GESPP”), and the Company’s stockholders approved the GESPP on May 1, 2019. The GESPP authorizes the issuance of up to 2,500,000 shares of common stock to eligible participants through purchases via payroll deductions. A total of 1,845,593 shares of common stock are available for future issuances under the plan as of March 31, 2022 . The purchase price is the lower of (i) 85 % of the fair market value of a share of common stock on the offering date (the first trading day of the offering period commencing on January 1 and concluding on December 31) or (ii) 85 % of the fair market value of a share of common stock on the purchase date. The GESPP shall continue for ten years , unless terminated sooner as provided under the GESPP. Quarterly purchase periods commence on January 1, April 1, July 1, and October 1, and shares are purchased on the last trading day of the respective purchase periods. Our GESPP activity was as follows: Period Ended Shares Issued Purchase Price March 31, 2022 56,208 $ 58.11 |