Share-Based Compensation | 11. Share-Based Compensation Our share-based compensation consists of stock options, restricted stock units (“RSU”), and performance-based stock units (“PSU”). We also offer an employee stock purchase plan. Prior to November 1, 2013, our employees participated in a share-based compensation plan of the former ultimate parent of Ceridian, the 2007 Stock Incentive Plan (“2007 SIP”). Effective November 1, 2013, although most participants who held stock options under the 2007 SIP converted their options to a newly created option plan, the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan, as amended (“2013 SIP”), a small number of participants maintained their stock options in the 2007 SIP. Concurrent with the IPO and legal reorganization, all outstanding stock options under the 2007 SIP were converted into options to purchase common stock of Ceridian. As of December 31, 2022, there were no stock options outstanding under the 2007 SIP. On April 24, 2018, in connection with the IPO, the Board of Directors approved the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (“2018 EIP”), which authorized the issuance of up t o 13,500,000 shares of common stock to eligible participants through equity awards (the “Share Reserve”). The 2018 EIP serves as a successor to the 2013 SIP as we ceased granting awards under the 2013 SIP as of April 24, 2018, and we do not intend to grant any additional awards under the 2013 SIP. Most of our equity awards under the 2013 EIP and 2018 EIP vest either annually or quarterly on a pro rata basis, generally over a one -, three -, four -, or five-year period or on a specific date if certain performance criteria are satisfied and certain equity values are attained. In addition, upon termination of service, all vested awards must be exercised generally within 90 days after termination, or these awards will be forfeited. The equity awards have a 10-year contractual term, and the options have an exercise price that is not less than the fair market value of the underlying stock on the date of grant. The Share Reserve may be increased on March 31 of each of the first ten calendar years during the term of the 2018 EIP, by the lesser of (i) three percent of the number of shares of our common stock outstanding on each January 31 immediately prior to the date of increase or (ii) such number of shares of our common stock determined by the Board of Directors. Pursuant to the evergreen refresh provision of the 2018 EIP, on February 23, 2022, the Board of Directors approved an increase to the share reserve of the three percent of the number of shares of common stock outstanding on January 31, 2022 to take place on March 31, 2022. Further, our Board of Directors approved an amendment effective April 1, 2022, to remove the evergreen refresh provision of the 2018 EIP. As of December 31, 2022 , there were 850,736 stock options and RSUs outstanding under the 2013 SIP. We do not intend to grant any additional awards under the 2007 SIP or the 2013 SIP. As of December 31, 2022 , there were 11,803,072 stock options, RSUs, and PSUs outstanding and 13,726,148 shares available for future grants of equity awards under the 2018 EIP. Share-based compensation expense was $ 144.8 million, $ 113.4 million, and $ 65.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. Performance-Based Stock Options Performance-based option activity under the 2007 SIP, the 2013 SIP, and the 2018 EIP was as follows: Shares Weighted Weighted Aggregate Performance-based options outstanding at December 31, 2019 68,281 $ 13.58 2.6 $ 3.7 Granted 1,818,728 $ 65.27 — Exercised ( 42,730 ) ( 13.46 ) — — Performance-based options outstanding at December 31, 2020 1,844,279 $ 64.55 9.2 $ 77.5 Exercised ( 65,882 ) ( 47.23 ) — — Forfeited or expired ( 1,347 ) — — — Performance-based options outstanding at December 31, 2021 1,777,050 $ 64.72 8.3 $ 70.6 Exercised ( 14,755 ) ( 13.46 ) — — Forfeited or expired ( 1,857 ) — — — Performance-based options outstanding at December 31, 2022 1,760,438 $ 66.10 7.4 $ 0.1 Performance-based options exercisable at December 31, 2022 260,438 $ 70.90 7.5 $ 0.1 In 2020, 1,500,000 performance-based stock options (“Performance Option Award”) were granted under the 2018 EIP with an exercise price of $ 65.26 . The vesting conditions for the Performance Option Award are based on our performance on the New York Stock Exchange (“NYSE”) with (i) 750,000 shares available to vest when our per share closing price on the NYSE meets or exceeds $ 110.94 , or 1.7 times the exercise price, for ten consecutive trading days (“Performance Metric #1”) and (ii) the remaining 750,000 shares are available to vest when our per share closing price on the NYSE meets or exceeds $ 130.52 , or 2.0 times the exercise price, for ten consecutive trading days (“Performance Metric #2”, collectively with Performance Metric #1, the “Performance Metrics”). The vesting conditions of the Performance Metrics must be achieved prior to May 8, 2025, or any unvested portion of the Performance Option Award will terminate. Further, no portion of the Performance Option Award will vest and become exercisable until May 8, 2023, the third anniversary of the Grant Date (the “Time-Based Metric”). The shares underlying Performance Metric #1, which was achieved on October 6, 2021, will vest and become exercisable on May 8, 2023 provided that continuous employment is maintained through that date. If Performance Metric #2 is met prior to satisfying the Time-Based Metric, the shares underlying Performance Metric #2 will vest and become exercisable on May 8, 2023 provided that continuous employment is maintained through that date. If the Time-Based Metric is met and Performance Metric #2 has not been met on or prior to May 8, 2025, the Performance Option Award will be terminated. We have estimated an expected term of 5.3 years, based on the vesting period and contractual term. The remaining performance-based stock options granted during the twelve months ended December 31, 2020, under the 2018 EIP primarily include vesting conditions based on migrations of customers to Dayforce. There are two tranches of stock options, in which the vesting conditions must be met either prior to September 13, 2021, or September 13, 2022. The weighted average grant date fair value of these performance-based stock options granted in 2020 was $ 16.03 per share. The performance criteria for certain of these awards have been met and share-based compensation expense was recognized during the year ended December 31, 2022. As of December 31, 2022 , there was $ 2.6 million of share-based compensation expense related to unvested performance-based stock option awards not yet recognized, which is expected to be recognized over a weighted average period of 0.3 years. Term-Based Stock Options Term-based stock option activity under the 2007 SIP, the 2013 SIP, and the 2018 EIP, was as follows: Shares Weighted Weighted Aggregate Term-based options outstanding at December 31, 2019 13,144,937 $ 29.74 7.8 $ 501.3 Granted 2,282,334 66.06 — — Exercised ( 3,889,096 ) ( 20.42 ) — — Forfeited or expired ( 555,101 ) ( 32.09 ) — — Term-based options outstanding at December 31, 2020 10,983,074 $ 40.47 7.8 $ 725.9 Granted 759,126 84.07 — — Exercised ( 2,942,465 ) ( 26.71 ) — — Forfeited or expired ( 283,866 ) ( 48.62 ) — — Term-based options outstanding at December 31, 2021 8,515,869 $ 48.87 7.3 $ 473.4 Granted 81,145 56.29 — — Exercised ( 931,520 ) ( 32.14 ) — — Forfeited or expired ( 369,408 ) ( 58.59 ) — — Term-based options outstanding at December 31, 2022 7,296,086 $ 50.59 6.4 $ 117.4 Term-based options exercisable at December 31, 2022 4,965,415 $ 44.23 6.4 $ 104.9 Other information pertaining to term-based options was as follows: Year Ended December 31, 2022 2021 2020 Weighted average grant date fair value per share $ 24.12 $ 33.09 $ 21.15 The fair value of the term-based stock options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2022 2021 2020 Expected volatility 40.7 % 35.8 % 29.8 % Expected dividend rate — — — Risk-free interest rate 2.6 % 1.3 % 0.6 % For stock options granted under the 2013 SIP and 2018 EIP, we estimated an expected term of 7.0 years, based on the vesting period and contractual life. As of December 31, 2022 , there was $ 30.0 million of share-based compensation expense related to unvested term-based awards not yet recognized, which is expected to be recognized over a weighted average period of 0.7 years. As of December 31, 2022 , there were 4,965,415 vested term-based stock options. Restricted Stock Units RSU activity under the 2013 SIP and the 2018 EIP, was as follows: Shares RSUs outstanding at December 31, 2019 819,818 Granted 685,997 Shares issued upon vesting of RSUs ( 73,475 ) Forfeited or canceled ( 42,955 ) RSUs outstanding at December 31, 2020 1,389,385 Granted 890,852 Shares issued upon vesting of RSUs ( 262,239 ) Forfeited or canceled ( 82,059 ) RSUs outstanding at December 31, 2021 1,935,939 Granted 1,624,345 Shares issued upon vesting of RSUs ( 504,586 ) Forfeited or canceled ( 164,881 ) RSUs outstanding at December 31, 2022 2,890,817 RSUs releasable at December 31, 2022 661,484 Other information pertaining to RSUs was as follows: Year Ended December 31, 2022 2021 2020 Weighted average grant date fair value per share $ 69.35 $ 85.08 $ 69.57 During the year ended December 31, 2022 , 568,134 RSUs vested, of which 504,586 shares of common stock were issued. As of December 31, 2022 , there were 661,484 RSUs vested and releasable. RSUs generally vest quarterly or annually over a one -, three -, or four-year period. As of December 31, 2022 , there was $ 102.6 million of share-based compensation expense related to unvested RSUs not yet recognized, which is expected to be recognized over a weighted average period of 1.4 years. Performance Stock Units PSU activity under the 2018 EIP was as follows: Shares PSUs outstanding at December 31, 2019 — Granted 145,017 Forfeited or canceled ( 9,797 ) PSUs outstanding at December 31, 2020 135,220 Granted 348,483 Shares issued upon vesting of PSUs ( 2,050 ) Forfeited or canceled ( 162,908 ) PSUs outstanding at December 31, 2021 318,745 Granted 582,662 Shares issued upon vesting of PSUs ( 168,414 ) Forfeited or canceled ( 26,526 ) PSUs outstanding at December 31, 2022 706,467 PSUs releasable at December 31, 2022 — The vesting conditions for the PSUs granted in 2020 were based on the Company’s performance against Cloud revenue and adjusted EBITDA margin goals under Ceridian HCM Holding Inc. 2020 Management Incentive Plan (the “2020 MIP”) for the incentive period of January 1, 2020 through December 31, 2020. The vesting conditions for the PSUs were not met for the 2020 incentive period and as a result, the PSUs did no t vest and no share-based compensation expense was recognized for these awards during the year ended December 31, 2020. In 2021, we granted PSUs under the Ceridian HCM Holding Inc. 2021 Management Incentive Plan (the “2021 MIP”) for the incentive period of January 1, 2021 through December 31, 2021, and also as part of long term incentive grants to certain members of management. Under the 2021 MIP, the vesting conditions were based on our performance criteria, including Cloud revenue and adjusted EBITDA margin goals. The maximum incentive vesting of PSUs may not exceed 150 %. Both the Cloud revenue and adjusted EBITDA margin goals were calculated based on our operating results, adjusted for foreign currency and interest rate impacts plus other unique impacts as approved by the Compensation Committee of the Board of Directors. Upon vesting of a PSU, a participant will receive shares of our common stock. Based on the performance criteria achieved, most of the PSUs vested in March 2022 and share-based compensation was recognized in accordance with the achievement level. One-third of the PSUs granted in 2021 as part of long term incentive grants to certain members of management vested on March 8, 2022 , and will vest on each March 8, 2023 , and March 8, 2024 . On February 24, 2022, we granted PSUs under the 2022 Ceridian HCM Holding Inc. Management Incentive Plan (the “2022 MIP”) for the incentive period of January 1, 2022 through December 31, 2022, and also as part of long term incentive grants to certain members of management. The vesting conditions were based on the following performance criteria: (1) the Cloud revenue, excluding float revenue (the “Cloud Revenue Goal”) (2) the adjusted EBITDA, excluding float revenue (the “Adjusted EBITDA Goal”), and (3) the Sales per employee per month (“PEPM”) annual contract value (“ACV”) (the “Sales PEPM ACV Goal”), for fiscal year 2022 (collectively the “Performance Goals”). Both the Cloud Revenue Goal and the Adjusted EBITDA Goal are calculated based on our operating results on a constant currency basis as adjusted to exclude: float revenue; foreign exchange gain (loss); share-based compensation expense and related employer taxes; severance charges; restructuring consulting fees; significant acquisitions or disposals and related transaction costs; as well as other non-recurring items, subject to the Board of Directors approval. The Sales PEPM ACV Goal is calculated based on the sales of our solutions on a constant currency basis that contribute to Cloud recurring revenue. The vesting conditions for the PSU awards granted in 2022 were determined based on our performance against the achievement of the Performance Goals, and the payout that a participant can receive may be between 0 % for not meeting the applicable thresholds of any of the Performance Goals, up to a maximum total payout of 167 % for achieving the maximum level of all of the Performance Goals. Upon vesting of a PSU, a participant will receive shares of our common stock. Based on the performance criteria achieved, most of the PSUs related to the 2022 MIP and one-third of the PSUs related to the long term incentive grants to certain members of management are expected to vest in March 2023 and share-based compensation was recognized in accordance with the achievement level. As of December 31, 2022 , there was $ 11.8 million of share-based compensation expense related to unvested PSUs not recognized related to certain members of management with long term incentive PSUs that have a three-year vesting period. Global Employee Stock Purchase Plan On November 9, 2018, the Compensation Committee of the Board of Directors approved the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan (the “GESPP”), which authorizes the issuance of up to 2,500,000 shares of common stock to eligible participants through purchases via payroll deductions. The purchase price is the lower of 85 % of the fair market value of a share of common stock on (i) January 1 or (ii) the purchase date. The GESPP shall continue for ten years , unless terminated sooner as provided under the GESPP. During 2022, shares were purchased on March 31, June 30, September 30, and December 31. Our GESPP activity was as follows: Year Ended December 31, 2022 2021 Shares issued 243,043 153,235 Weighted average purchase price (per share) $ 48.59 $ 81.69 The fair value of the stock purchase rights granted under the GESPP was estimated using the following weighted-average assumptions: Year Ended December 31, 2022 2021 2020 Expected volatility 29.3 % 33.7 % 46.4 % Expected dividend rate — — — Risk-free interest rate 0.2 % 0.1 % 1.1 % Expected term (in years) 0.3 0.3 0.3 Grant date fair value per share $ 21.16 $ 22.07 $ 17.11 |