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Share-based payments
9 Months Ended
Sep. 30, 2022
Share-based payments  
Share-based payments

20.    Share-based payments

Share-based payments consist of the following compensation costs:

Three months ended

 

Nine months ended

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

Selling, general and administrative:

 

  

 

  

 

  

 

  

Stock option compensation expense

$

3,249

$

2,133

$

8,871

$

5,903

Equity-classified share units

4,759

2,283

16,450

9,840

Liability-classified share units

108

527

427

(862)

Employee share purchase plan - employer contributions

 

690

 

684

 

2,085

 

2,064

8,806

5,627

27,833

16,945

Acquisition-related costs:

 

 

 

Share-based continuing employment costs

 

1,863

 

2,707

 

6,075

 

7,938

 

1,863

 

2,707

 

6,075

 

7,938

$

10,669

$

8,334

$

33,908

$

24,883

Stock option plans

The Company has the following three stock option plans that provide for the award of stock options and premium-priced stock options to selected employees, directors, and officers of the Company: (i) Amended and Restated Stock Option Plan, (ii) IronPlanet 1999 Stock Plan, and (iii) IronPlanet 2015 Stock Plan.

Stock option activity for the nine months ended September 30, 2022 is presented below:

Stock options

Premium-priced stock options

WA

WA

Common

WA

remaining

Aggregate

Common

WA

remaining

Aggregate

shares under

exercise

contractual

intrinsic

shares under

exercise

contractual

intrinsic

option

  

price

  

life (in years)

  

value

  

option

  

price

  

life (in years)

  

value

Outstanding, December 31, 2021

2,208,057

$

42.55

7.7

$

41,884

1,017,064

$

91.24

5.7

$

Granted

697,536

58.14

 

 

119,157

91.37

Exercised

(155,694)

37.02

4,359

Forfeited

(20,662)

47.96

 

 

(17,789)

90.93

 

 

Outstanding, September 30, 2022

2,729,237

$

46.81

7.6

$

43,405

1,118,432

$

91.26

4.9

$

Exercisable, September 30, 2022

1,280,995

$

37.62

6.3

$

31,859

$

 

$

Stock options

The Company uses the Black Scholes option pricing model to fair value stock options. Significant assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2022 and 2021 are presented in the following table on a weighted average basis:

Nine months ended September 30, 

    

2022

    

2021

    

Risk free interest rate

 

2.2

%  

0.5

%

Expected dividend yield

 

1.74

%  

1.66

%

Expected lives of the stock options

 

4

years

4

years

Expected volatility

 

31.8

%  

32.3

%

At September 30, 2022, the unrecognized stock-based compensation cost related to the non-vested stock options was $9.4 million, which is expected to be recognized over a weighted average period of 2.2 years.

20.    Share-based payments (continued)

Premium-priced stock options

The Company also grants premium-priced stock options to the senior executives with exercise prices above the fair market value of the Company’s common shares on grant dates. The premium-priced stock options vest and become exercisable upon the third anniversary of their grant date. The premium-priced stock options granted in August and November 2021 expire on the sixth anniversary of their grant date, and those granted in June 2022 expire in August 2027 to coincide with the expiry of the August 2021 grant. The fair values of the premium-priced stock options were calculated on the grant date using a Monte Carlo simulation model. The weighted average estimated grant date fair value of premium-priced options during the three month period ended June 30, 2022 was $8.00 per option. There were no premium-priced stock options granted during the three month period ended September 30, 2022.

The significant assumptions used to estimate the fair values were as follows:

Nine months ended September 30, 

    

2022

    

2021

Risk free interest rate

 

3.0

%  

1.00

%  

Expected dividend yield

 

1.63

%  

1.66

%  

Expected lives of the stock options

4

years

5

years

Expected volatility

 

30.2

%  

30.6

%  

At September 30, 2022, the unrecognized stock-based compensation cost related to the premium-priced stock options was $6.4 million, which is expected to be recognized over a weighted average period of 2.1 years.

Share unit plans

Share unit activity for the nine months ended September 30, 2022 is presented below:

Equity-classified awards

Liability-classified awards

PSUs

PSUs with Market Conditions

RSUs

DSUs

WA grant

WA grant

WA grant

WA grant

date fair

date fair

date fair

date fair

  

Number

  

value

  

Number

  

value

  

Number

  

value

  

Number

  

value

Outstanding at December 31, 2021

 

523,618

$

45.90

88,305

$

65.45

79,112

$

54.96

 

156,589

$

35.28

Granted

 

230,122

 

58.68

14,574

 

69.92

34,135

 

57.70

 

16,182

 

59.57

Vested and settled

 

(93,241)

 

36.42

 

(27,850)

 

44.02

 

 

Forfeited

 

(3,503)

 

50.97

 

(6,070)

 

59.67

 

 

Outstanding at September 30, 2022

 

656,996

$

51.70

102,879

$

66.08

79,327

$

59.62

 

172,771

$

37.55

The total market value of liability-classified share units vested and released during the first nine months of 2022 was nil (at December 31, 2021: nil).

Senior executive and employee PSU plans

The Company grants PSUs under a senior executive PSU plan and an employee PSU plan (the “PSU Plans”). Under the PSU Plans, the number of PSUs that vest is conditional upon specified market, service, and/or performance vesting conditions being met. The PSU Plans allow the Company to choose whether to settle the awards in cash or in shares. The Company intends to settle by issuance of shares. With respect to settling in shares, the Company has the option to either (i) arrange for the purchase of shares on the open market on the employee’s behalf based on the cash value that otherwise would be delivered, or (ii) issue a number of shares equal to the number of units that vest.

Fair values of equity-classified PSUs are estimated on grant date using the market close price of the Company's common shares listed on the NYSE, as these are not subject to market vesting conditions.

At September 30, 2022, the unrecognized share unit expense related to equity-classified PSU’s was $17.8 million, which is expected to be recognized over a weighted average period of 1.9 years.

20.    Share-based payments (continued)

PSUs with market conditions

The Company also grants PSUs to senior executives with a market condition where vesting is conditional upon the total stockholder return performance of the Company’s stock relative to the performance of a peer group over a three year performance period from the date of grant. The PSUs granted in August and November 2021 have a three year performance period and the PSUs granted in June 2022 have approximately a 2 year performance period to coincide with the remaining performance period of the August 2021 grant. The fair value per PSU granted during the three month period ended June 30, 2022 of $69.92 was calculated on the grant date using the Monte Carlo simulation model which takes into consideration a required post-vesting holding period of one year with a discount value of $5.34 per PSU. The discount was calculated using the Chaffe Protective Put Method and an effective tax rate of 35%. There were no PSUs with market conditions granted in the three month period ended September 30, 2022.

The significant assumptions used to estimate the fair value are presented in the following table:

Nine months ended September 30, 

    

2022

    

2021

Risk free interest rate

 

2.7

%  

0.5

%  

Expected dividend yield

 

1.63

%  

1.63

%  

Expected lives of the PSUs

2

years

3

years

Expected volatility

 

33.4

%  

31.0

%  

Average expected volatility of comparable companies

34.4

%  

38.6

%  

At September 30, 2022, the unrecognized share unit expense related to equity-classified PSUs with market conditions was $4.5 million, which is expected to be recognized over a weighted average period of 1.9 years.

RSUs

The Company has restricted share unit plans (RSU plans) that are equity-settled and not subject to market vesting conditions.

Fair values of RSUs are estimated on grant date using the market close price of the Company's common shares listed on the NYSE.

At September 30, 2022, the unrecognized share unit expense related to equity-classified RSUs was $2.1 million, which is expected to be recognized over a weighted average period of 1.5 years.

DSUs

The Company has deferred share unit plans (DSU plans) that are cash-settled and not subject to market vesting conditions.

Fair values of deferred share units (“DSUs”) are estimated on grant date and at each reporting date using the market close price of the Company’s common shares listed on the NYSE. DSUs are granted under the DSU plan to members of the Board of Directors. There is no unrecognized share unit expense related to liability-classified DSUs as they vest immediately and are expensed upon grant.

At September 30, 2022, the Company had a total share unit liability of $11.3 million (at December 31, 2021: $10.1 million) in respect of share units under the DSU plans.

Employee share purchase plan

The Company has an employee share purchase plan that allows all employees that have completed two months of service to contribute funds to purchase common shares at the current market value at the time of share purchase. Employees may contribute up to 4% of their salary. The Company will match between 50% and 100% of the employee’s contributions, depending on the employee’s length of service with the Company.