30. Share-based Payment Plans
The table below shows the total expense of the share-based payment plans as well as the movements in liability and equity.
in thousands of EUR | Equity plan | Long-term incentive plan | |
---|---|---|---|
Equity | Liability | Equity | |
At 1 January 2015 | 29,741 | 36,458 | - |
Incremental expense IAS 19 to IFRS 2 | 299 | 2,316 | - |
Conversion | - | - 28,278 | 28,278 |
Change in Income Statement | 3,163 | 1,858 | 9,959 |
Settlements/ Vesting | - 7,663 | - 9,809 | - 8,370 |
Other | - | - 1,734 | - 2,730 |
Exchange differences | - | 65 | 65 |
At 31 December 2015 | 25,540 | 876 | 27,202 |
At 1 January 2016 | 25,540 | 876 | 27,202 |
Charges to Income Statement | 1,523 | 95 | 13,685 |
Settlements/ Vesting | - 14,769 | - 755 | - 17,435 |
Exchange differences | - | - | 29 |
At 31 December 2016 | 12,294 | 216 | 23,481 |
The long-term incentive plan (LTIP) represents conditional share and option awards. Option awards are in the form of stock-settled share appreciation rights, meaning that at exercise the participant receives shares which are in total equal in value to the total value of the exercised options.
The number of participants of the share-based payment plans per year-end 2016 is 153 (2015: 139).
The phantom plans issued in 2011, 2012, 2013 and 2014 were converted from cash-settled to equity-settled long-term incentive plans on the listing of GrandVision N.V. on Euronext Amsterdam in 2015. The phantom plans issued in 2009, 2010 and certain but limited plans relating to 2012, 2013 and 2014 remained cash-settled. Most of these plans were settled in 2016 and 2015.
The incremental expenses in 2015 relate to the conversion of the plans resulting from the listing, which was recognized in general and administrative costs in the Income Statement during 2015 and reported as a non-recurring item.
No new shares were issued in 2016 related to the share-based-payment plans. In 2015 new shares were issued that increased the number of shares held by the participants without having an impact on the value of GrandVision N.V. and the plans.
The table shows the valuation method of the Group's share-based payment plans:
Classification | Share awards | Option awards | Equity plan |
---|---|---|---|
Cash-settled | Share price at 31 December | Black-Scholes-Merton option model | n/a |
Equity-settled | Share price at conversion and grant date | Black-Scholes-Merton option model | Share price at grant date |
The equity and phantom plans are no longer granted since the listing of the Company's shares. Only share and option awards under the long-term incentive plans are being awarded since then.
The table below shows the movements in the number of shares of the equity plan for key management and employees:
Th. A. Kiesselbach (CEO) | P.J. de Castro Fernandes (CFO) | Employees | Total | |
---|---|---|---|---|
At 1 January 2015 | 50,693 | 12,551 | 118,233 | 181,477 |
Adjustment for the issue of share capital | 963,167 | 238,469 | 2,246,427 | 3,448,063 |
Settled | - 992,260 | - | - 556,256 | - 1,548,516 |
At 31 December 2015 | 21,600 | 251,020 | 1,808,404 | 2,081,024 |
At 1 January 2016 | 21,600 | 251,020 | 1,808,404 | 2,081,024 |
Settled | - 9,600 | - 125,510 | - 881,362 | - 1,016,472 |
At 31 December 2016 | 12,000 | 125,510 | 927,042 | 1,064,552 |
Of those shares outstanding under the equity plan at 31 December 2016, for 480,920 shares (2015:1,235,086) the vesting period has ended. In 2016, the shares that were vested and unrestricted have been settled.
The table below shows the movements in the long-term incentive plan for key management and employees:
Th. A. Kiesselbach (CEO) | P.J. de Castro Fernandes (CFO) | Employees | Total LTIP awards | |
---|---|---|---|---|
At 1 January 2015 | 11,603 | 4,870 | 176,278 | 192,751 |
Adjustment for the issue of share capital | 220,463 | 92,534 | 3,349,274 | 3,662,271 |
Adjusted for performance conditions | 15,546 | 53,764 | 200,568 | 269,878 |
Granted | 23,412 | 11,578 | 264,940 | 299,930 |
Settled | - 5,316 | - | - 1,223,306 | - 1,228,622 |
Forfeited | - | - | - 256,316 | - 256,316 |
At 31 December 2015 | 265,708 | 162,746 | 2,511,438 | 2,939,892 |
At 1 January 2016 | 265,708 | 162,746 | 2,511,438 | 2,939,892 |
Adjusted for performance conditions | 22,234 | 13,536 | 226,838 | 262,608 |
Granted | 23,125 | 10,580 | 366,634 | 400,339 |
Settled | - 76,175 | - 26,242 | - 980,477 | - 1,082,894 |
Forfeited | - | - | - 221,104 | - 221,104 |
At 31 December 2016 | 234,892 | 160,620 | 1,903,329 | 2,298,841 |
The table below shows the movements in the number of awards of the long-term incentive plan:
Share awards | Option awards | Weighted average exercise price in EUR per share | |
---|---|---|---|
At 1 January 2015 | 74,817 | 117,934 | 142.87 |
Adjustment for the issue of share capital | 1,421,525 | 2,240,746 | - |
Adjusted for performance conditions | 78,209 | 191,669 | 5.98 |
Granted | 246,239 | 53,691 | 24.59 |
Settled | - 296,402 | - 932,220 | 8.32 |
Forfeited | - 162,746 | - 93,570 | 6.45 |
At 31 December 2015 | 1,361,642 | 1,578,250 | 6.94 |
At 1 January 2016 | 1,361,642 | 1,578,250 | 6.94 |
Adjusted for performance conditions | 76,105 | 186,503 | 6.66 |
Granted | 256,165 | 144,174 | 27.47 |
Settled | - 324,903 | - 757,991 | 6.10 |
Forfeited | - 125,809 | - 95,295 | 6.64 |
At 31 December 2016 | 1,243,200 | 1,055,641 | 10.33 |
The weighted average fair value of the share awards granted in 2016 at grant date is €23.32 (2015: €22.76). The weighted average fair value of the option awards granted in 2016 at grant date is €2.83 (2015: €3.38).
The weighted average share price used for the exercise of the option awards during 2016 was €24.97 (2015: €22.35).
Of those option awards outstanding at 31 December 2016, 130,232 were exercisable (2015: 126,200). The weighted average exercise price of these exercisable option awards was €5.99 (2015: €6.64). As of 31 December 2016 the weighted average remaining contractual life for outstanding option awards was 1.1 years (2015: 2.8 years).
As a result of plans being settled, 2,483,832 shares were delivered to participants or became unrestricted in 2016 (2015: 1,079,241).
Most of the option awards related to 2011, 2012 and 2013 were converted to equity-settled on the listing. The fair value of the option awards is based on the Black-Scholes-Merton option pricing model. The following assumptions were used:
Option awards | LTIP 2011 (equity settled) | LTIP 2012 (equity settled) | LTIP 2013 (equity settled) | LTIP 2013 (cash- | LTIP 2015 (equity settled) | LTIP 2016 (equity settled) |
---|---|---|---|---|---|---|
Number of options outstanding | 3,040 | 127,192 | 720,016 | 7,528 | 53,691 | 144,174 |
Exercise price in EUR | 6.38 | 5.98 | 6.66 | 6.66 | 24.59 | 27.47 |
Share price in EUR | 20.00 | 20.00 | 20.00 | 20.91 | 22.72 | 23.32 |
Volatility | 23.8% | 23.4% | 22.1% | 26.3% | 24.0% | 25.2% |
Dividend yield | 0.0% | 0.7% | 1.1% | 1.3% | 1.4% | 1.6% |
Expected remaining option life in years | 2.30 | 3.30 | 4.30 | 2.41 | 5.00 | 5.00 |
Annual risk-free interest rate % | -0.19% | -0.19% | -0.18% | -0.79% | 0.15% | -0.36% |
The option awards can only be exercised at vesting and at distinct moments 1 and 2 years after vesting. Therefore no impact of early exercise is included in the valuation model. Volatility is determined by calculating a weigthed average of historical volatility of closing prices of the company itself and, due to limited historical share price data of GrandVision N.V., its peer group.
There were no option awards granted in 2014.
The following tables summarize the status of the outstanding equity and LTIP plans during 2016 for the individual Management Board members:
Outstanding share-based awards | Award | Awards per 1 January 2016 | Granted in 2016 | Adjusted in 2016 | Settled in 2016 | Awards per 31 December 2016 | Exercise price option awards | Fair value at grant | Share price at vesting |
---|---|---|---|---|---|---|---|---|---|
Th. A. Kiesselbach (CEO) | |||||||||
GrandVision BV - Equity Plan 2012 | Shares | 21,600 | - | - | - 9,600 | 12,000 | - | 8.12 | 23.32 |
GrandVision BV - LTIP 2011 | Options | 52,120 | - | - | - 52,120 | - | 6.38 | 13.62 | 22.76 |
GrandVision BV - LTIP 2012 | Shares | 24,055 | - | - | - 24,055 | - | - | 20.00 | 23.32 |
GrandVision BV - LTIP 2012 | Options | 58,961 | - | - | - | 58,961 | 5.98 | 13.81 | 23.32 |
GrandVision BV - LTIP 2013 | Shares | 17,900 | - | 6,444 | - | 24,344 | - | 20.00 | - |
GrandVision BV - LTIP 2013 | Options | 43,860 | - | 15,790 | - | 59,650 | 6.66 | 12.81 | - |
GrandVision BV - LTIP 2014 | Shares | 45,400 | - | - | - | 45,400 | - | 20.00 | - |
GrandVision NV - LTIP 2015 | Shares | 23,412 | - | - | - | 23,412 | - | 22.76 | - |
GrandVision NV - LTIP 2016 | Shares | - | 23,125 | - | - | 23,125 | - | 23.32 | - |
Total | 287,308 | 23,125 | 22,234 | - 85,775 | 246,892 | ||||
Outstanding share-based awards | Award | Awards per 1 January 2016 | Granted in 2016 | Adjusted in 2016 | Settled in 2016 | Awards per 31 December 2016 | Exercise price option awards | Fair value at grant | Share price at vesting |
---|---|---|---|---|---|---|---|---|---|
P.J. de Castro Fernandes (CFO) | |||||||||
GrandVision BV - Equity Plan 2012 | Shares | 251,020 | - | - | - 125,510 | 125,510 | - | 8.12 | 23.32 |
GrandVision BV - LTIP 2012 | Shares | 26,242 | - | - | - 26,242 | - | - | 20.00 | 23.32 |
GrandVision BV - LTIP 2012 | Options | 64,326 | - | - | - | 64,326 | 5.98 | 13.81 | 23.32 |
GrandVision BV - LTIP 2013 | Shares | 10,900 | - | 3,924 | - | 14,824 | - | 20.00 | - |
GrandVision BV - LTIP 2013 | Options | 26,700 | - | 9,612 | - | 36,312 | 6.66 | 12.81 | - |
GrandVision BV - LTIP 2014 | Shares | 23,000 | - | - | - | 23,000 | - | 20.00 | - |
GrandVision NV - LTIP 2015 | Shares | 11,578 | - | - | - | 11,578 | - | 22.76 | - |
GrandVision NV - LTIP 2016 | Shares | - | 10,580 | - | - | 10,580 | - | 23.32 | - |
Total | 413,766 | 10,580 | 13,536 | - 151,752 | 286,130 | ||||
The vested option awards under GrandVision BV - LTIP 2011 were exercised in 2016, resulting in the delivery of 39,096 shares. The vested share awards under the GrandVision BV - LTIP 2012 plan were exercised in 2016, resulting in the delivery of 50,297 shares.
The GrandVision BV - LTIP 2013 plans were adjusted for performance based on the achievement of 2015 Revenue and EBITA.
Outstanding share-based awards | Award | Status per 31 December 2016 | Vesting year | Holding period end | Performance conditions |
---|---|---|---|---|---|
GrandVision BV - Equity Plan 2012 | Shares | Vested | 2016 | 2017 (50%) | No |
GrandVision BV - LTIP 2011 | Options | Vested | 2015 | - | 0-200% on Revenue/EBITA 2013 |
GrandVision BV - LTIP 2012 | Shares | Vested | 2016 | - | 0-200% on Revenue/EBITA 2014 |
GrandVision BV - LTIP 2012 | Options | Vested | 2016 | - | 0-200% on Revenue/EBITA 2014 |
GrandVision BV - LTIP 2013 | Shares | Unconditional | 2017 | - | 0-200% on Revenue/EBITA 2015 |
GrandVision BV - LTIP 2013 | Options | Unconditional | 2017 | - | 0-200% on Revenue/EBITA 2015 |
GrandVision BV - LTIP 2014 | Shares | Unconditional | 2017 | - | No |
GrandVision NV - LTIP 2015 | Shares | Conditional | 2018 | 2020 | 0-150% on Revenue/EPS 2015-2017 |
GrandVision NV - LTIP 2016 | Shares | Conditional | 2019 | 2021 | 0-150% on Revenue/EPS 2016-2018 |
Outstanding share-based awards | Award | Minimum # of shares | Maximum # of shares | Minimum # of shares | Maximum # of shares |
---|---|---|---|---|---|
Th. A. Kiesselbach (CEO) | P.J. de Castro Fernandes (CFO) | ||||
GrandVision BV - Equity Plan 2012 | Shares | 12,000 | 12,000 | 125,510 | 125,510 |
GrandVision BV - LTIP 2012 | Options | 42,111 | 42,111 | 45,943 | 45,943 |
GrandVision BV - LTIP 2013 | Shares | 24,344 | 24,344 | 14,824 | 14,824 |
GrandVision BV - LTIP 2013 | Options | 40,652 | 40,652 | 24,747 | 24,747 |
GrandVision BV - LTIP 2014 | Shares | 45,400 | 45,400 | 23,000 | 23,000 |
GrandVision NV - LTIP 2015 | Shares | 23,412 | 35,118 | 11,578 | 17,367 |
GrandVision NV - LTIP 2016 | Shares | 23,125 | 34,688 | 10,580 | 15,870 |
The minimum and maximum numbers of shares resulting from option awards is calculated based on the share price ultimo 2016 (€20.91).