Share-based payments | Note 28 Share-based payments Performance Rights and Options Executive key management personnel (“KMP”) participate in the Group’s Long-Term Incentive Program (“LTIP”) comprising grants of performance rights and options with varying vesting conditions. The performance rights and options carry no dividend or voting rights. Performance rights and options may vest immediately or dependent on the recipient remaining in employment, or achievement of performance related vesting conditions, by the vesting date. When exercisable, each performance right and option is convertible into one ordinary share of NOVONIX Limited. If an executive ceases employment before the rights or options vest, the rights or options will be forfeited, except in limited circumstances that they are approved by the board on a case-by-case basis. Share rights Non-executive Directors participate on an annual grant of equity awards using a value-based approach, which the Board has adopted by issuing Share Rights to Non-Executive Directors of the Company each financial year with a fixed US dollar value of USD$ 110,000 . The share rights carry no dividend or voting rights. When exercisable, each share right is convertible into one ordinary share of NOVONIX Limited. If a non-executive director ceases to hold office before the share rights vest, the rights will convert on a prorate basis. ero The following table presents the composition of share-based payments expense for the years ended June 30, 2022, June 30, 2021 and June 30, 2020 (in Australian dollars). Year Ended June 30, 2022 2021 2020 Share rights granted in current year $ 3,615,341 — — Performance rights granted in current year 15,034,334 2,952,676 78,362 Performance rights granted in prior years 265,293 — — Options granted in current year — — 113,199 Options granted in prior years 1,275,570 2,995,856 7,367,392 Share based payment expense 20,190,538 5,948,532 7,558,953 Payments of withholding tax - Performance rights ( 3,426,420 ) — — Exchange differences ( 23,350 ) — — Movement in share-based payments reserve $ 16,740,768 $ 5,948,532 $ 7,558,953 SHARE RIGHTS A summary of movements of all share rights issued is as follows: Year Ended June 30, 2022 Number on issue Share rights outstanding at July 1 — Granted 309,049 Forfeited ( 6,510 ) Exercised — Share rights outstanding at June 30 302,539 Share rights exercisable at June 30 302,539 Share rights were granted to non-executive Directors following shareholder approval at the Annual General Meeting on November 30, 2021. The share rights are convertible to ordinary shares on a 1 :1 basis and vested on June 30, 2022. The value of each share right was determined with reference to the market value of the underlying securities on grant date. An expense of $ 3,615,341 has been recognized in the year ended June 30, 2022. No share rights were granted during the years ended June 30, 2021 and 2020. Further details of the share rights are set out in the table below: Name Grant date Number Vesting date Fair value Expiry Expense recognized Anthony Bellas November 30, 2021 66,000 June 30, 2022 $ 11.95 June 30, 2023 788,700 Andrew Liveris November 30, 2021 66,000 June 30, 2022 $ 11.95 June 30, 2023 788,700 Robert Cooper November 30, 2021 66,000 June 30, 2022 $ 11.95 June 30, 2023 788,700 Zhanna Golodryga November 30, 2021 17,549 June 30, 2022 $ 11.95 June 30, 2023 209,711 Trevor St Baker November 30, 2021 66,000 June 30, 2022 $ 11.95 June 30, 2023 710,905 2 Greg Baynton November 30, 2021 27,500 June 30, 2022 $ 11.95 June 30, 2023 328,625 1 Total expense recognized 3,615,341 1 Greg Baynton retired as a Director on November 30, 2021 but retained his performance rights. The expense associated with his Share Rights was accelerated and the full value of the share rights was recognized at his retirement date 2 Trevor St Baker resigned as a Director on May 26, 2022, causing 6,510 of share rights previously issued to him to be forfeited. PERFORMANCE RIGHTS A summary of movements of all performance rights issued is as follows: 2022 2021 2020 Performance rights outstanding at July 1 1,600,000 3,395,833 3,395,833 Granted 4,676,946 3,500,000 — Awarded^ 667,831 — — Forfeited ( 200,000 ) ( 1,000,000 ) — Exercised ( 1,687,500 ) ( 3,558,865 ) — Settled — ( 736,968 ) — Performance rights outstanding at June 30 5,057,277 1,600,000 3,395,833 Performance rights exercisable at June 30 — 600,000 2,395,833 ^ Performance rights awarded to Key Management Personnel that are subject to shareholder approval which will be sought at the 2022 Annual General Meeting of Shareholders scheduled for October 26, 2022. Performance rights granted in the current period During the year ended June 30, 2022, performance rights (convertible to ordinary shares on a 1 :1 basis) were granted to Key Management Personnel, other employees and contractors as set out in the table below. The value of each performance right was determined with reference to the market value of the underlying securities on grant date. 200,000 performance rights were forfeited during the year as not all vesting conditions were met. Further details of the performance rights are set out in the table below: Name Grant date Number Vesting date Fair value Expiry Expense recognized Rashda Buttar October 6, 2021 150,000 ¼ April 22, 2022 $ 4.92 Cessation of employment $ 363,094 ¼ April 22, 2023 ¼ April 22, 2024 ¼ April 22, 2025 January 28, 2022 255,238 June 30, 2024 $ 7.21 Cessation of employment 318,508 Anthony Bellas November 30, 2021 200,000 November 30, 2021 $ 11.95 June 30, 2022 2,390,000 Robert Natter November 30, 2021 200,000 November 30, 2021 $ 11.95 June 30, 2022 2,390,000 Nick Liveris November 30, 2021 200,000 November 30, 2021 $ 11.95 June 30, 2022 2,390,000 January 28, 2022 667,831 June 30, 2024 $ 2.28 ^ Cessation of employment 263,536 Chris Burns November 30, 2021 200,000 November 30, 2021 $ 11.95 June 30, 2022 2,390,000 January 28, 2022 1,412,000 June 30, 2024 $ 7.21 Cessation of employment 1,762,013 Non-KMP employees July 1, 2021 1,000,000 ¼ June 30, 2022 $ 2.32 Cessation of employment 1,208,731 ¼ June 30, 2023 ¼ June 30, 2024 ¼ June 30, 2025 Non-KMP employees October 6, 2021 220,000 $ 4.92 Cessation of employment 327,301 Non-KMP employees December 2, 2021 100,000 $ 12.15 Cessation of employment 540,801 Non-KMP employees December 20, 2021 15,589 $ 8.88 Cessation of employment 37,916 Non-KMP employees October 6, 2021 500,000 $ 4.92 Cessation of employment 614,522 Non-KMP employees February 14, 2022 20,000 4 equal annual $ 5.81 Cessation of employment 20,226 Non-KMP employees February 24, 2022 6,009 tranches $ 4.82 Cessation of employment 5,095 Non-KMP employees April 12, 2022 42,317 commencing on the $ 5.90 Cessation of employment 5,408 Non-KMP employees April 20, 2022 11,359 anniversary of $ 6.01 Cessation of employment 876 Non-KMP employees May 2, 2022 17,430 employment $ 5.01 Cessation of employment 1,245 Non-KMP employees May 23, 2022 53,200 $ 3.93 Cessation of employment 3,046 Non-KMP employees May 28, 2022 10,853 $ 3.73 Cessation of employment 577 Non-KMP employees June 6, 2022 11,400 $ 3.51 Cessation of employment 114 Non-KMP employees June 15, 2022 40,698 $ 2.47 Cessation of employment 1,290 Non-KMP employees June 22, 2022 10,853 $ 2.27 Cessation of employment 35 Total number issued 5,344,777 Total expense recognized $ 15,034,334 ^ On January 28, 2022 667,831 performance rights were awarded to Nick Liveris. These performance rights are subject to shareholder approval which will be sought at the 2022 Annual General Meeting of shareholders and have not been formerly granted at June 30, 2022. The fair value per performance right represents an estimate at June 30, 2022 of the grant date fair value of the performance rights. Performance rights net-settled in the current period The Group has an obligation to withhold tax on the vesting of performance rights for employee’s resident in the USA and Canada. As consideration for the withholding tax, the Group reduces the number of shares to be issued to the employees (net settled). During the year the Group net settled the following share based share-based payments: Name Vesting date Performance rights Net settled shares Withholding obligation Chris Burns November 30, 2021 200,000 92,000 $ 1,290,600 Nick Liveris November 30, 2021 200,000 107,851 1,101,180 Non-KMP employees December 11, 2021 200,000 92,000 1,034,640 Total $ 3,426,420 OPTIONS A summary of movements of all options issued is as follows: 2022 Weighted Average Exercise Price Options outstanding as of July 1 32,103,334 $ 0.51 Granted to employees — — Granted to loan note holders — — Cancelled — — Forfeited ( 2,740,000 ) $ 0.53 Exercised ( 33,333 ) $ 0.50 Options outstanding as of June 30 29,330,001 $ 0.51 Options exercisable at June 30 13,796,667 $ 0.52 The weighted average remaining contractual life of options outstanding at June 30, 2022 was 4.8 years (2021: 5.8 years). The range of exercise prices for options outstanding at June 30, 2022 was $ 0.50 to $ 1.40 (2021: $ 0.50 to $ 1.40 ; and 2020: $ 0.50 to $ 1.40 ). There were no options granted during the year ended June 30, 2022. The model inputs for the valuations of options granted during the years ended June 30, 2021 and 2020 were as follows: a. On March 14, 2021, 100,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. The fair value of these options totaled $ 247,297 . This value was calculated using a binomial option pricing model applying the following inputs: Tranche 1 Tranche 2 Tranche 3 Number of options 33,333 33,333 33,334 Exercise price $ 0.50 $ 0.50 $ 0.50 Award date March 14, 2021 March 14, 2021 March 14, 2021 Expiry date March 14, 2021 March 14, 2031 March 14, 2031 Vesting date February 24, 2022 February 24, 2023 February 24, 2024 Volatility 96.28 % 96.28 % 96.28 % Dividend yield 0 % 0 % 0 % Risk-free interest rate 1.72 % 1.72 % 1.72 % Fair value at grant date $ 2.4101 $ 2.4811 $ 2.5277 b. On December 14, 2020, 100,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. The fair value of these options totaled $ 83,444 . This value was calculated using a binomial option pricing model applying the following inputs: Tranche 1 Tranche 2 Tranche 3 Number of options 33,333 33,333 33,334 Exercise price $ 0.50 $ 0.50 $ 0.50 Award date December 14, 2020 December 14, 2020 December 14, 2020 Expiry date December 14, 2030 December 14, 2030 December 14, 2030 Vesting date February 24, 2021 February 24, 2022 February 24, 2023 Volatility 94.2 % 94.2 % 94.2 % Dividend yield 0 % 0 % 0 % Risk-free interest rate 0.98 % 0.98 % 0.98 % Fair value at grant date $ 0.7878 $ 0.8394 $ 0.8758 c. On January 16, 2020, 1,000,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. The options vest in 10 tranches on achievement of progressive PUREgraphite sales milestones. The vesting dates in the table below represent the current estimate of when the vesting conditions will be met. The fair value of these options totaled $ 377,390 . This value was calculated using a binomial option pricing model applying the following inputs: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 Tranche 6 Tranche 7 Tranche 8 Tranche 9 Tranche 10 Number of options 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Exercise price $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Award date January 16, 2020 January 16, 2020 January 16, 2020 January 16, 2020 January 16, 2020 January 16, 2020 January 16, 2020 January 16, 2020 January 16, 2020 January 16, 2020 Expiry date January 16, 2030 January 16, 2030 January 16, 2030 January 16, 2030 January 16, 2030 January 16, 2030 January 16, 2030 January 16, 2030 January 16, 2030 January 16, 2030 Vesting date May 31, 2022 March 31, 2023 June 30, 2023 November 30, 2023 December 31, 2023 February 28, 2024 March 31, 2024 April 30, 2024 May 31, 2024 June 30, 2024 Volatility 82.80 % 82.80 % 82.80 % 82.80 % 82.80 % 82.80 % 82.80 % 82.80 % 82.80 % 82.80 % Dividend yield 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % Risk-free interest rate 1.18 % 1.18 % 1.18 % 1.18 % 1.18 % 1.18 % 1.18 % 1.18 % 1.18 % 1.18 % Fair value at grant date $ 0.3541 $ 0.3648 $ 0.3726 $ 0.3753 $ 0.3809 $ 0.3819 $ 0.3832 $ 0.3839 $ 0.3883 $ 0.3889 d. On December 7, 2019, 1,000,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. The options vest in 10 tranches on achievement of progressive PUREgraphite sales milestones. The vesting dates in the table below represent the current estimate of when the vesting conditions will be met. The fair value of these options totaled $ 456,580 . This value was calculated using a binomial option pricing model applying the following inputs: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 Tranche 6 Tranche 7 Tranche 8 Tranche 9 Tranche 10 Number of options 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Exercise price $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Award date December 7, 2019 December 7, 2019 December 7, 2019 December 7, 2019 December 7, 2019 December 7, 2019 December 7, 2019 December 7, 2019 December 7, 2019 December 7, 2019 Expiry date December 7, 2029 December 7, 2029 December 7, 2029 December 7, 2029 December 7, 2029 December 7, 2029 December 7, 2029 December 7, 2029 December 7, 2029 December 7, 2029 Vesting date May 31, 2022 March 31, 2023 June 30, 2023 November 30, 2023 December 31, 2023 February 28, 2024 March 31, 2024 April 30, 2024 May 31, 2024 June 30, 2024 Volatility 84.89 % 84.89 % 84.89 % 84.89 % 84.89 % 84.89 % 84.89 % 84.89 % 84.89 % 84.89 % Dividend yield 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % Risk-free interest rate 1.14 % 1.14 % 1.14 % 1.14 % 1.14 % 1.14 % 1.14 % 1.14 % 1.14 % 1.14 % Fair value at grant date $ 0.4274 $ 0.4415 $ 0.4513 $ 0.4543 $ 0.4611 $ 0.4623 $ 0.4636 $ 0.4644 $ 0.4696 $ 0.4703 e. On July 8, 2019, 2,500,000 share options were awarded to an employee of the group (who is not KMP). The terms of the options are set out in the table below. The options hold no voting or dividend rights and are not transferable. The options vest in 10 tranches on achievement of progressive PUREgraphite sales milestones. The vesting dates in the table below represent the current estimate of when the vesting conditions will be met. The fair value of these options totaled $ 804,375 . This value was calculated using a binomial option pricing model applying the following inputs: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 Tranche 6 Tranche 7 Tranche 8 Tranche 9 Tranche 10 Number of options 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 Exercise price $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 Award date July 8, 2019 July 8, 2019 July 8, 2019 July 8, 2019 July 8, 2019 July 8, 2019 July 8, 2019 July 8, 2019 July 8, 2019 July 8, 2019 Expiry date July 8, 2029 July 8, 2029 July 8, 2029 July 8, 2029 July 8, 2029 July 8, 2029 July 8, 2029 July 8, 2029 July 8, 2029 July 8, 2029 Vesting date May 31, 2022 March 31, 2023 June 30, 2023 November 30, 2023 December 31, 2023 February 28, 2024 March 31, 2024 April 30, 2024 May 31, 2024 June 30, 2024 Volatility 85.08 % 85.08 % 85.08 % 85.08 % 85.08 % 85.08 % 85.08 % 85.08 % 85.08 % 85.08 % Dividend yield 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % 0 % Risk-free interest rate 1.32 % 1.32 % 1.32 % 1.32 % 1.32 % 1.32 % 1.32 % 1.32 % 1.32 % 1.32 % Fair value at grant date $ 0.3026 $ 0.3115 $ 0.3179 $ 0.3201 $ 0.3248 $ 0.3255 $ 0.3264 $ 0.3270 $ 0.3307 $ 0.3310 |