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. Under the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan, as amended ("2013 SIP") and Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (as amended and restated from time to time, the “2018 EIP”), we have shares reserved for issuance of common stock to eligible employees and our Board of Directors. The 2018 EIP serves as a successor to the 2013 SIP as we ceased granting awards under the 2013 SIP as of April 24, 2018, and we do not intend to grant any additional awards under the 2013 SIP. Most of our equity awards under the 2018 EIP vest either annually or quarterly on a pro rata basis, generally over a one -, three -, 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 awards must be exercised generally 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 grant. Pursuant to the evergreen refresh provision of the 2018 EIP, 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. Further, 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. As of September 30, 2022 , there were 914,330 stock options and RSUs outstanding under the 2013 SIP and there were 11,963,525 stock options, RSUs, and PSUs outstanding and 13,789,715 shares available for future grants of equity awards under the 2018 EIP. Total share-based compensation expense was $ 39.2 million and $ 29.4 million for the three months ended September 30, 2022, and 2021, respectively, and $ 113.5 million and $ 83.6 million for the nine months ended September 30, 2022, and 2021. 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 ( 12,755 ) ( 13.46 ) — — Forfeited or expired ( 1,857 ) ( 13.46 ) — — Performance-based options outstanding at September 30, 2022 1,762,438 $ 65.15 7.6 $ 0.2 Performance-based options exercisable at September 30, 2022 262,438 $ 64.50 7.7 $ 0.2 As of September 30, 2022 , there was $ 4.5 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 0.5 years. Performance Stock Units PSU activity under the 2018 EIP was as follows: Shares PSUs outstanding at December 31, 2021 318,745 Granted 582,662 Shares issued upon vesting of PSUs ( 168,414 ) Forfeited or canceled ( 22,069 ) PSUs outstanding at September 30, 2022 710,924 PSUs releasable at September 30, 2022 — 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. 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 . 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. As of September 30, 2022 , there was $ 22.7 million of share-based compensation expense related to unvested PSUs not yet recognized. 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 1,507,286 Shares issued upon vesting of RSUs ( 456,617 ) Forfeited or canceled ( 140,140 ) RSUs outstanding at September 30, 2022 2,846,468 RSUs releasable at September 30, 2022 660,613 During the nine months ended September 30, 2022 , 519,294 RSUs vested. As of September 30, 2022 , there were 2,185,855 unvested RSUs outstanding and 660,613 vested RSUs outstanding. As of September 30, 2022 , there was $ 115.6 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 1.5 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 81,145 56.29 — — Exercised ( 693,875 ) ( 32.70 ) — — Forfeited or expired ( 345,114 ) ( 58.31 ) — — Term-based options outstanding at September 30, 2022 7,558,025 $ 50.00 6.6 $ 84.4 Term-based options exercisable at September 30, 2022 5,169,434 $ 43.57 6.3 $ 78.8 As of September 30, 2022 , there was $ 37.8 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 0.8 years. Global Employee Stock Purchase Plan We maintain the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan (“GESPP”) pursuant to which we have shares reserved for the issuance of common stock to eligible participants through quarterly purchases via payroll deductions. A total of 1,701,453 shares of common stock are available for future issuances under the plan as of September 30, 2022 . The purchase price is the lower of 85 % of the fair market value of a share of common stock on (i) January 1 or (ii) the purchase date. Our GESPP activity was as follows: Period Ended Shares Issued Purchase Price March 31, 2022 56,208 $ 58.11 June 30, 2022 84,541 40.02 September 30, 2022 59,599 47.50 |