Share-Based Compensation | 9. Share-Based Compensation Our share-based compensation consists of performance-based stock options, term-based stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”). We also offer an employee stock purchase plan. Prior to November 1, 2013, Ceridian employees participated in a share-based compensation plan of the former ultimate parent of Ceridian, the 2007 Stock Incentive Plan (“2007 SIP”). Effective November 1, 2013, although most participants who held stock options under the 2007 SIP converted their options to a newly created option plan, the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan, as amended (“2013 SIP”), a small number of participants maintained their stock options in the 2007 SIP. Concurrent with the initial public offering (“IPO”) and legal reorganization, all outstanding stock options under the 2007 SIP were converted into options to purchase common stock of Ceridian. As of September 30, 2020, there were 2,500 stock options outstanding under the 2007 SIP. Stock options awarded under the 2013 SIP vest either annually on a pro rata basis over a four- or five-year On April 24, 2018, in connection with the IPO, the Board of Directors approved the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (“2018 EIP”), which authorizes the issuance of up to 13,500,000 shares of common stock to eligible participants through equity awards (the “Share Reserve”). The Share Reserve may 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. Effective on March 31, 2020, the Share Reserve was increased by 4,199,089 shares, pursuant to the terms of the 2018 EIP. Equity awards under the 2018 EIP vest either annually or quarterly on a pro rata basis, generally over a one-, three-, or four-year Total share-based compensation expense was $18.5 million and $10.4 million for the three months ended September 30, 2020, and 2019, respectively, and $46.3 million and $26.0 million for the nine months ended September 30, 2020, and 2019, respectively. Performance-Based Stock Options Performance-based stock option activity under the 2007 SIP, the 2013 SIP, and the 2018 EIP was as follows: Shares Weighted Average Exercise Price (per share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Performance-based options outstanding at December 31, 2019 68,281 $ 13.58 2.6 $ 3.7 Granted 1,818,728 65.27 — — Exercised (31,678 ) (13.46 ) — — Forfeited or expired — — — — Performance-based options outstanding at September 30, 2020 1,855,331 $ 64.25 9.5 $ 34.1 Performance-based options exercisable at September 30, 2020 36,603 $ 13.68 2.1 $ 2.5 The performance criteria for all outstanding performance-based stock options under the 2007 SIP and the 2013 SIP was met on June 7, 2018, resulting in the vesting of all outstanding performance-based stock options under the 2007 SIP and the 2013 SIP on this date. During the nine months ended September 30, 2020, 1,500,000 performance-based stock options (“Performance Option Award”) were granted under the 2018 EIP with an exercise price of $65.26. The vesting conditions for the Performance Option Award are based on the Company’s performance on the New York Stock Exchange (“NYSE”) with 750,000 shares available to vest when the Company’s per share closing price on the NYSE meets or exceeds $110.94, or 1.7 times the exercise price, for ten consecutive trading days, and the remaining 750,000 shares are available to vest when the Company’s per share closing price on the NYSE meets or exceeds $130.52, or 2.0 times the exercise price, for ten consecutive trading days. The Performance Option Award has a minimum time-based vesting period of 3 years. The vesting conditions must be achieved prior to May 8, 2025, or any unvested portion of the Performance Option Award will terminate. A Monte Carlo simulation model was used to determine the fair value of these performance-based stock options. The Monte Carlo model utilizes multiple input variables that determine the probability of satisfying the market conditions stipulated in the award. We have estimated an expected term of 5.3 years, based on the vesting period and contractual term. The remaining performance-based stock options granted during the nine months ended September 30, 2020, under the 2018 EIP primarily include vesting conditions based on migrations of customers to Dayforce. There are two tranches of stock options, in which the vesting conditions must be met either prior to September 13, 2021, or September 13, 2022. As of September 30, 2020 , which is expected to be recognized over a weighted average period of 2.5 years. Term-Based Stock Options Term-based stock option activity under the 2007 SIP, the 2013 SIP, and the 2018 EIP, for the period was as follows: Shares Weighted Average Exercise Price (per share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Term-based options outstanding at December 31, 2019 13,144,937 $ 29.74 7.8 $ 501.3 Granted 2,262,708 65.82 — — Exercised (3,033,856 ) (20.23 ) — — Forfeited or expired (500,715 ) (28.60 ) — — Term-based options outstanding at September 30, 2020 11,873,074 $ 39.09 8.0 $ 517.2 Term-based options exercisable at September 30, 2020 3,681,857 $ 26.98 7.0 $ 205.0 As of September 30, 2020, there was $95.9 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 1.9 years. Restricted Stock Units RSU activity under the 2013 SIP and the 2018 EIP, for the period was as follows: Shares RSUs outstanding at December 31, 2019 819,818 Granted 629,554 Shares issued upon vesting of RSUs (63,144 ) Forfeited or canceled (17,109 ) RSUs outstanding at September 30, 2020 1,369,119 RSUs releasable at September 30, 2020 422,635 During the nine months ended September 30, 2020, 215,441 RSUs vested. As of September 30, 2020, there were 946,484 unvested RSUs outstanding and 422,635 vested RSUs outstanding. RSUs generally vest annually over a one-, three-, or four-year Performance Stock Units During the nine months ended September 30, 2020, 145,017 PSUs were granted under the 2018 EIP and 3,464 PSUs were forfeited and cancelled. The vesting conditions for the PSUs are based on the Company’s performance against Cloud revenue and adjusted EBITDA margin goals under the Company’s 2020 Management Incentive Plan (the “2020 MIP”) for the incentive period of January 1, 2020 through December 31, 2020. The maximum incentive vesting of PSUs may not exceed 125% under the 2020 MIP. Both the Cloud revenue and adjusted EBITDA margin goals are calculated based on the Company’s operating results, adjusted for foreign currency and interest rate impacts plus other unique impacts as approved by the Compensation Committee or the Board of Directors. Upon vesting of a PSU, a participant will receive shares of common stock of the Company. The probability of vesting of PSUs will continue to be evaluated throughout the period, and share-based compensation expense will be recognized in accordance with that probability. As of , there was $10.0 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 2,102,709 shares of common stock are available for future issuances under the plan at September 30, 2020. 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. During 2020 and subsequent years, quarterly purchase periods commence on January 1, April 1, July 1, and October 1. 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 (per share) March 31, 2020 49,802 $ 42.56 June 30, 2020 42,706 59.52 September 30, 2020 42,719 59.52 |