Share-Based Compensation | 18. 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. On May 27, 2021, the Board of Directors of the Company approved certain amendments to the Omnibus Plan in order to reduce the maximum number of shares available for issuance under the Omnibus Plan from 15% of the issued and outstanding shares to 10% of the issued and outstanding shares from time to time less the number of shares issuable pursuant to other security-based compensation arrangements of the Company. 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. The maximum number of common shares reserved for Awards is 39,338,306 at September 30, 2021. As of September 30, 2021, the only Awards issued have been Options, RSUs and PSUs under the Omnibus Plan. The Omnibus Plan is administered by the Corporate Governance, Compensation and Nominating Committee of the Company (the “CGC&N Committee”) which 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 Under the Company’s Employee Share Purchase Plan (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. For the three and six months ended September 30, 2021, 61,103 common shares were issued under the Purchase Plan. The following is a summary of the changes in the Options outstanding during the six months ended September 30, 2021: Options issued Weighted average exercise price Balance outstanding at March 31, 2021 17,704,311 $ 36.79 Options granted 560,085 30.87 Replacement options issued as a result of the acquisition of Supreme Cannabis 140,159 80.53 Options exercised (332,105 ) 14.41 Options forfeited (1,319,826 ) 43.41 Balance outstanding at September 30, 2021 16,752,624 $ 36.46 The following is a summary of the Options as at September 30, 2021: Options Outstanding Options Exercisable Weighted Average Weighted Average Remaining Remaining Outstanding at Contractual Life Exercisable at Contractual Life Range of Exercise Prices September 30, 2021 (years) September 30, 2021 (years) $0.06 - $24.62 2,157,527 2.83 1,406,399 2.29 $24.63 - $33.53 4,433,885 3.82 2,239,821 3.15 $33.54 - $36.80 3,314,178 3.10 2,140,934 3.10 $36.81 - $42.84 2,936,240 3.41 2,371,585 2.97 $42.85 - $171.54 3,910,794 3.39 3,017,255 3.33 16,752,624 3.38 11,175,994 3.04 At September 30, 2021, the weighted average exercise price of Options outstanding and Options exercisable was $36.46 and $38.07, respectively (March 31, 2021 – $36.79 and $36.97, respectively). The Company recorded $10,298 and $18,342, respectively, in share-based compensation expense related to Options and Purchase Plan shares issued to employees and contractors for the three and six months ended September 30, 2021 (three and six months ended September 30, 2020 – $15,525 and $37,853, respectively). The share-based compensation expense for the six months ended September 30, 2021 includes an amount related to 1,559,413 Options being provided in exchange for services which are subject to performance conditions (for the six months ended September 30, 2020 – The Company issued replacement options to employees in relation to the acquisition of Supreme Cannabis (Note 26) and during the three and six months ended September 30, 2021, recorded share-based compensation expense of $nil and $823, respectively. The Company uses the Black-Scholes option pricing model to establish the fair value of Options granted during the three months ended September 30, 2021 and 2020, on their measurement date by applying the following assumptions: September 30, September 30, 2021 2020 Risk-free interest rate - 0.36% Expected life of options (years) - 3 - 6 Expected volatility - 76% Expected forfeiture rate - 17% Expected dividend yield - nil Black-Scholes value of each option - $12.85 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 six months ended September 30, 2021, 332,105 Options were exercised ranging in price from $0.06 to $36.34 for gross proceeds of $4,886 (for the six months ended September 30, 2020 – For the three and six months ended September 30, 2021, the Company recorded $3,690 and $5,985, respectively, in share-based compensation expense related to RSUs and PSUs (for the three and six months ended September 30, 2020 – $2,343 and $6,185, respectively). The following is a summary of the changes in the Company’s RSUs and PSUs during the six months ended September 30, 2021: Number of RSUs and PSUs Balance outstanding at March 31, 2021 753,310 RSUs and PSUs granted 536,314 RSUs and PSUs released (162,525 ) RSUs and PSUs cancelled and forfeited (44,856 ) Balance outstanding at September 30, 2021 1,082,243 During the three and six months ended September 30, 2021, the Company recorded $1,706 and $3,405, respectively, in share-based compensation expense related to acquisition milestones (for the three and six months ended September 30, 2020 – $2,908 and $9,114, respectively). During the three and six months ended September 30, 2021, 59,258 and 9,948,059, common shares, respectively, were released on completion of acquisition milestones (during the three and six months ended September 30, 2020 – 397,164 and 1,149,086, respectively). At September 30, 2021, there were up to 656,709 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 September 30, 2021. 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. and Canindica Capital Ltd. 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 September 30, 2021, BioSteel had 1,537,800 (March 31, 2021 – 1,581,000) 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 $259 and $524 of share-based compensation expense related to the BioSteel options during the three and six months ended September 30, 2021, respectively, with a corresponding increase in noncontrolling interest (three and six months ended September 30, 2020 – $418 and $662, respectively). RIV Capital Inc. (“RIV Capital”) share-based payments For the three and six months ended September 30, 2020, the Company recorded $790 and $2,091, respectively, in share-based compensation expense related to its former subsidiary, RIV Capital. The Company disposed of its investment in RIV Capital on February 23, 2021. |