Share-Based Compensation | 20. SHARE-BASED COMPENSATION CANOPY GROWTH CORPORATION SHARE-BASED COMPENSATION PLAN Canopy Growth's eligible employees participate in a share-based compensation plan as noted below. On September 21, 2020, the Company’s shareholders approved amendments to the Company’s Amended and Restated Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”) pursuant to which the Company can issue share-based long-term incentives. The Omnibus Plan approved by the shareholders extended the maximum term of each Option (as defined below) to be granted by the Company to ten years from the date of grant rather than six years from the date of grant. All directors, officers, employees and independent contractors of the Company are eligible to receive awards of common share purchase options (“Options”), restricted share units (“RSUs”), performance share units (“PSUs”), deferred share units, stock appreciation rights, performance awards, or other shares-based awards (collectively, the “Awards”) under the Omnibus Plan. Under the Omnibus Plan, the maximum number of shares issuable from treasury pursuant to Awards shall not exceed 15% of the total outstanding shares from time to time less the number of shares issuable pursuant to all other security-based compensation arrangements of the Company. The maximum number of common shares reserved for Awards is 56,070,568 at December 31, 2020. As of December 31, 2020, the only Awards issued have been Options, RSUs and PSUs under the Omnibus Plan. The Omnibus Plan is administered by the Board of Directors of the Company who establishes exercise prices, at not less than the market price at the date of grant, and expiry dates. Options under the Omnibus Plan generally become exercisable in increments with 1/3 being exercisable on each of the first, second and third anniversaries from the date of grant, with expiry dates set at ten years from issuance. The Board of Directors of the Company has the discretion to amend general vesting provisions and the term of any award, subject to limits contained in the Omnibus Plan. The Employee Share Purchase Plan (the “Purchase Plan”) is the Company’s only other share-based compensation arrangement. Under the Purchase Plan, the aggregate number of common shares that may be issued is 600,000, and the maximum number of common shares which may be issued in any one fiscal year shall not exceed 300,000. As of December 31, 2020, no common shares have been issued under the Purchase Plan. The following is a summary of the changes in the Options outstanding under the Omnibus Plan during the nine months ended December 31, 2020: Options issued Weighted average exercise price Balance outstanding at March 31, 2020 32,508,395 $ 34.89 Options granted 433,199 27.20 Options exercised (3,176,977 ) 11.96 Options forfeited (7,292,634 ) 40.61 Balance outstanding at December 31, 2020 22,471,983 $ 36.12 The following is a summary of the Options as at December 31, 2020: Options Outstanding Options Exercisable Weighted Average Weighted Average Remaining Remaining Outstanding at Contractual Life Exercisable at Contractual Life Range of Exercise Prices December 31, 2020 (years) December 31, 2020 (years) $0.06 - $24.62 3,470,359 3.11 2,173,398 2.12 $24.63 - $33.53 4,669,509 4.28 1,309,942 3.61 $33.54 - $36.80 5,123,061 3.76 3,584,193 3.68 $36.81 - $42.84 4,075,747 4.00 2,542,841 3.74 $42.85 - $67.64 5,133,307 4.15 2,324,913 4.04 22,471,983 3.90 11,935,287 3.47 At December 31, 2020, the weighted average exercise price of Options outstanding and Options exercisable was $36.12 and $35.91, respectively (March 31, 2020 – $34.89 and $31.84, respectively). The Company recorded $16,663 and $54,516 in share-based compensation expense related to Options issued to employees and contractors for the three and nine months ended December 31, 2020, respectively (three and nine months ended December 31, 2019 – $57,735 and $211,053, respectively). The share-based compensation expense for the nine months ended December 31, 2020 includes an amount related to 2,112,745 Options being provided in exchange for services which are subject to performance conditions (for the nine months ended December 31, 2019 – The Company uses the Black-Scholes option pricing model to establish the fair value of Options granted during the three months ended December 31, 2020 and 2019, on their measurement date by applying the following assumptions: December 31, December 31, 2020 2019 Risk-free interest rate 0.49% 1.60% Expected life of options (years) 5 - 7 3 - 5 Expected volatility 73% 73% Expected forfeiture rate 17% 13% Expected dividend yield nil nil Black-Scholes value of each option $23.53 $14.58 Volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that Options granted are expected to be outstanding. The risk-free rate was based on zero coupon Canada government bonds with a remaining term equal to the expected life of the Options. During the nine months ended December 31, 2020, 3,176,977 Options were exercised ranging in price from $0.06 to $36.34 for gross proceeds of $37,999 (for the nine months ended December 31, 2019 – For the three and nine months ended December 31, 2020, the Company recorded $2,685 and $8,870, respectively, in share-based compensation expense (recovery) related to RSUs (for the three and nine months ended December 31, 2019 – $(2,552) and $129, respectively). The following is a summary of the changes in the Company’s RSUs during the nine months ended December 31, 2020: Number of RSUs Balance outstanding at March 31, 2020 883,009 RSUs granted 141,218 RSUs released (75,478 ) RSUs cancelled and forfeited (132,008 ) Balance outstanding at December 31, 2020 816,741 Share-based compensation expense related to acquisition milestones is comprised of: Three months ended Nine months ended December 31, December 31, December 31, December 31, 2020 2019 2020 2019 Canindica $ 604 $ 1,629 $ 1,807 $ 7,925 Spectrum Colombia - 3,365 - 9,765 Other (625 ) (78 ) 4,050 6,621 $ (21 ) $ 4,916 $ 5,857 $ 24,311 During the three and nine months ended December 31, 2020, nil and 1,149,086 common shares, respectively, (during the three and nine months ended December 31, 2019 – 665,297 and 1,232,148, respectively) were released on completion of acquisition milestones. At December 31, 2020, there were up to 3,778,334 common shares to be issued on the completion of acquisition and asset purchase milestones. In certain cases, the number of common shares to be issued is based on the volume weighted average share price at the time the milestones are met. The number of common shares has been estimated assuming the milestones were met at December 31, 2020. The number of common shares excludes common shares that are to be issued on July 4, 2023 to the previous shareholders of Spectrum Colombia S.A.S. (“Spectrum Colombia”) and Canindica Capital Ltd. (“Canindica”) based on the fair market value of the Company’s Latin American business on that date. BioSteel share-based payments On October 1, 2019, the Company purchased 72% of the outstanding shares of BioSteel Sports Nutrition Inc. (“BioSteel”). BioSteel has a stock option plan under which non-transferable options to purchase common shares of BioSteel may be granted to directors, officers, employees, or independent contractors of the BioSteel. As at December 31, 2020, BioSteel had 1,507,000 (March 31, 2020 – 1,008,000) options outstanding which vest in equal tranches over a 5-year period. In determining the amount of share-based compensation related to these options, BioSteel used the Black-Scholes option pricing model to establish the fair value of options on their measurement date. The Company recorded $256 and $918 of share-based compensation expense related to the BioSteel options during the three and nine months ended December 31, 2020, respectively (three and nine months ended December 31, 2019 – $247), with a corresponding increase in noncontrolling interest. CANOPY RIVERS SHARE-BASED COMPENSATION PLAN Seed Capital Options On May 12, 2017, seed capital options were issued. These seed capital options consisted of 10,066,668 shares that were issued by way of share purchase loans. Since they were issued through loans, they are not considered issued for accounting purposes until the loan is repaid. The seed capital options were measured at fair value on May 12, 2017, using a Black-Scholes option pricing model and will be expensed over their vesting period. Where there are performance conditions in addition to service requirements Canopy Rivers has estimated the number of shares it expects to vest and is amortizing the expense over the expected vesting period. Seed capital options issued Seed capital loan balance Balance outstanding at March 31, 2020 2,805,560 $ 140 Options exercised (1,905,559 ) $ (95 ) Options forfeited (533,334 ) $ (26 ) Options expired (333,333 ) $ (17 ) Balance outstanding at December 31, 2020 33,334 $ 2 Canopy Rivers has a long-term incentive plan (“LTIP”) under which non-transferable options, RSUs, PSU, stock appreciation rights, and restricted stock may be granted to directors, officers, employees, or other eligible service providers of Canopy Rivers. Pursuant to the LTIP, the maximum number of Subordinated Voting Shares issuable from treasury pursuant to outstanding options, RSUs and PSUs shall not exceed 10% of the issued and outstanding Subordinated Voting Shares and Multiple Voting Shares, on an aggregate basis. The LTIP is administered by the Board of Directors of Canopy Rivers who establishes exercise prices, at not less than the market price at the date of the grant, and expiry dates. Options under the LTIP generally become exercisable in increments, with one-third being exercisable on each of the first, second, and third anniversaries from the date of grant, and have expiry dates five years from the date of grant. The Board of Directors of Canopy Rivers has the discretion to amend general vesting provisions and the term of any option grant, subject to limits contained in the LTIP. The seed capital options are not within the scope of the LTIP. The following is a summary of the changes in Canopy Rivers’ stock options, excluding the seed capital options presented separately, during the nine months ended December 31, 2020: Options issued Weighted average exercise price Balance outstanding at March 31, 2020 13,066,004 $ 2.31 Options granted - - Options exercised (565,001 ) 0.60 Options expired (492,667 ) 3.62 Options forfeited (621,668 ) 2.64 Balance outstanding at December 31, 2020 11,386,668 $ 2.32 In determining the amount of share-based compensation related to options issued during the year, Canopy Rivers used the Black-Scholes option pricing model to establish the fair value of options granted during the three months ended December 31, 2020 and 2019, on their measurement date by applying the following assumptions: December 31, December 31, 2020 2019 Risk-free interest rate - 1.61% Expected life of options (years) - 3 - 4 Expected volatility - 70% Expected forfeiture rate - nil Expected dividend yield - nil Black-Scholes value of each option - $0.84 Volatility was estimated using companies that Canopy Rivers considers comparable that have trading and volatility history prior to Canopy Rivers becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding. The risk-free rate was based on zero coupon Canada government bonds with a remaining term equal to the expected life of the options. For the three and nine months ended December 31, 2020, the Company recorded $202 and $1,776, respectively, (three and nine months ended December 31, 2019 – $1,333 and $6,182, respectively) in share-based compensation expense related to these options and the seed capital options with a corresponding increase to noncontrolling interests. In the three and nine months ended December 31, 2020, Canopy Rivers granted nil and 28,884 (three and nine months ended December 31, 2019 – none) restricted share units which vest immediately. For the three and nine months ended December 31, 2020, the Company recorded $45 and $157, respectively, (three and nine months ended December 31, 2019 – $nil) of share-based compensation expense related to these restricted share units. In the three and nine months ended December 31, 2020 , Canopy Rivers granted nil and 1,210,000 , respectively ( three and nine months ended December 31, 2019 – none ) performance share units which vest over a three-year period. During the three and nine months ended December 31, 2020, 285,000 performance share units were forfeited (three and nine months ended December 31, 2019 – nil ). For the three and nine months ended December 31, 2020 , the Company recorded $134 and $538 , respectively ( three and nine months ended December 31, 2019 – $nil ) of share-based compensation expense related to these performance share units . |