Share-based compensation | Share-based compensation The Company operates a share-based incentive plan over its shares to provide incentives to Gates’ senior executives and other eligible employees. During the three months ended March 30, 2024, we recognized a charge of $8.6 million, compared to $9.5 million in the three months ended April 1, 2023. Awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan (the “2014 Plan”) Gates has a number of share-based incentive awards issued under the 2014 Plan, which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with our initial public offering in January 2018 (our “IPO”). No new awards have been granted under this plan since 2017. The options granted prior to our IPO were split equally into four tiers, each with specific vesting conditions. Tier I options vest evenly over 5 years from the grant date, subject to the participant continuing to provide service to Gates on the vesting date. Tier II, III and IV options vest on achievement of specified investment returns by certain investment funds affiliated with Blackstone Inc. (“Blackstone” or our “Sponsor”) at the time of a defined liquidity event, which is also subject to the participant’s continued provision of service to Gates on the vesting date. The performance conditions associated with Tiers II, III and IV must have been achieved on or prior to July 3, 2022 in order for vesting to occur. All the options expire ten years after the date of grant. During March 2022, a liquidity event as defined occurred following the sale by Blackstone of a certain portion of their interest in Gates and the Tier II and IV options vested as the specified investment returns related to these options had been met. On July 3, 2022, the performance period for the Tier III options expired and, as the specified investment returns were not achieved, all Tier III awards expired during Fiscal 2022. Due to Chinese regulatory restrictions on foreign stock ownership, awards granted under this plan to Chinese employees have been issued as stock appreciation rights (“SARs”). The terms of these SARs are identical to those of the options described above with the exception that no share is issued on exercise; instead, cash equivalent to the increase in the value of the shares from the date of grant to the date of exercise is paid to the employee. These awards are therefore treated as liability awards under Topic 718 “ Compensation - Stock Compensation ” and are revalued to their fair value at each period end. The SARs include option awards with the same vesting terms as the Tier II, III and IV option awards described above, and, due to the vesting event described above. All Tier III SARs expired on July 3, 2022 as the specific performance hurdle was not achieved. Changes in the awards granted under this plan are summarized in the tables below. Awards issued under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (the “2018 Plan”) In conjunction with the initial public offering in January 2018, Gates adopted the 2018 Plan, which is a market-based long-term incentive program that allows for the issue of a variety of equity-based and cash-based awards, including stock options, SARs and restricted stock units (“RSUs”). The SARs issued under this plan take the form of options, except that no share is issued on exercise; instead, cash equivalent to the increase in the value of the shares from the date of grant to the date of exercise is paid to the employee. These awards are therefore treated as liability awards under Topic 718 “ Compensation - Stock Compensation ” and are revalued to their fair value at each period end. The SARs and the majority of the share options issued under this plan vest evenly over either three years or four years from the grant date. The remainder of the options, the premium-priced options, vest evenly over a three-year period, starting two years from the grant date. All options vest subject to the participant’s continued employment by Gates on the vesting date and expire ten years after the date of grant. The RSUs issued under the plan consist of time-vesting RSUs and performance-based RSUs (“PRSUs”). The time-vesting RSUs vest evenly over either one New awards and movements in existing awards granted under this plan are summarized in the tables below. Summary of movements in options outstanding Three Months Ended March 30, 2024 Plan Number of Weighted average exercise price Outstanding at the beginning of the period: —Tier I 2014 Plan 1,828,327 $ 6.98 —Tier II 2014 Plan 1,996,017 $ 7.01 —Tier IV 2014 Plan 1,986,416 $ 10.52 —SARs Both plans 735,221 $ 10.47 —Share options 2018 Plan 2,345,520 $ 14.90 —Premium-priced options 2018 Plan 835,469 $ 18.88 9,726,970 $ 10.90 Granted during the period: —SARs 2018 Plan 22,100 $ 14.87 22,100 $ 14.87 Forfeited during the period: —SARs 2018 Plan (3,001) $ 13.40 (3,001) $ 13.40 Expired during the period: —Share options 2018 Plan (15,000) $ 14.99 (15,000) $ 14.99 Exercised during the period: —Tier I 2014 Plan (95,237) $ 6.80 —Tier II 2014 Plan (84,642) $ 6.88 —Tier IV 2014 Plan (71,783) $ 10.32 —SARs Both Plans (134,766) $ 9.23 —Share options 2018 Plan (37,081) $ 14.05 (423,509) $ 8.82 Outstanding at the end of the period: —Tier I 2014 Plan 1,733,090 $ 6.99 —Tier II 2014 Plan 1,911,375 $ 7.02 —Tier IV 2014 Plan 1,914,633 $ 10.53 —SARs Both plans 619,554 $ 10.88 —Share options 2018 Plan 2,293,439 $ 14.91 —Premium-priced options 2018 Plan 835,469 $ 18.88 9,307,560 $ 11.00 Exercisable at the end of the period 9,215,590 $ 10.96 Vested and expected to vest at the end of the period 9,295,189 $ 10.99 As of March 30, 2024, the aggregate intrinsic value of options that were exercisable was $63.3 million, and these options had a weighted average remaining contractual term of 2.9 years. As of March 30, 2024, the aggregate intrinsic value of options that were vested or expected to vest was $63.6 million, and these options had a weighted average remaining contractual term of 2.9 years. As of March 30, 2024, the unrecognized compensation charge relating to the nonvested options was $0.5 million, which is expected to be recognized over a weighted-average period of 2.2 years. During the three months ended March 30, 2024, cash of $2.5 million was received in relation to the exercise of vested options, respectively, compared to $11.3 million during the three months ended April 1, 2023. The aggregate intrinsic value of options exercised during the three months ended March 30, 2024 was $1.8 million, compared to $4.0 million during the three months ended April 1, 2023. Summary of movements in RSUs and PRSUs outstanding Three Months Ended March 30, 2024 Number of Weighted average Outstanding at the beginning of the period: —RSUs 3,032,230 $ 13.78 —PRSUs 917,661 $ 16.77 3,949,891 $ 14.47 Granted during the period: —RSUs 1,151,752 $ 14.87 —PRSUs 426,607 $ 16.37 1,578,359 $ 15.27 Forfeited during the period: —RSUs (15,201) $ 14.63 —PRSUs (86,680) $ 15.26 (101,881) $ 15.16 Vested during the period: —RSUs (862,708) $ 14.84 —PRSUs (154,274) 15.00 (1,016,982) $ 14.86 Outstanding at the end of the period: —RSUs 3,306,073 $ 13.88 —PRSUs 1,103,314 $ 16.98 4,409,387 $ 14.66 As of March 30, 2024, the unrecognized compensation charge relating to unvested RSUs and PRSUs was $28.0 million, which is expected to be recognized over a weighted average period of 2.0 years, subject, where relevant, to the achievement of the performance conditions described above. The total fair value of RSUs and PRSUs vested during the three months ended March 30, 2024 was $15.1 million, compared to $14.7 million during the three months ended April 1, 2023. Valuation of awards granted during the period The grant date fair value of the SARs are measured using a Black-Scholes valuation model. RSUs are valued at the share price on the date of grant. The Relative TSR component of the PRSUs were valued using Monte Carlo simulations. As Gates only has volatility data for its shares for the period since its IPO, this volatility has, where necessary, been weighted with the debt-levered volatility of a peer group of public companies in order to determine the expected volatility over the expected option life. The expected option life represents the period of time for which the options are expected to be outstanding and is based on consideration of the contractual life of the option, option vesting period, and historical exercise patterns. The weighted average fair values and relevant assumptions were as follows: Three months ended March 30, April 1, Weighted average grant date fair value: —SARs $ 6.95 $ 6.71 —RSUs $ 14.87 $ 14.06 —PRSUs $ 16.37 $ 15.88 Inputs to the model: —Expected volatility — SARs 41.7 % 43.4 % —Expected volatility — PRSUs 31.6 % 37.7 % —Expected option life for SARs (years) 6.0 6.0 —Risk-free interest rate: SARs 4.2 % 4.1 % PRSUs 4.4 % 4.6 % |