CW 2020 Annual Report

The Company has determined the fair value of TBRSUs as the fair value of an ordinary share on the grant date. For any shares granted to non- employees, the expense is adjusted for any changes in fair value at the end of each reporting period. In March 2019 and February 2020, the Company granted 1.8 million and 1.6 million TBRSUs, respectively, to a select group of management and employees. Throughout the remainder of 2019 and 2020, an additional 0.1 million and 0.6 million TBRSUs, respectively, were granted. The compensation cost for these grants will be recognized over a requisite service period of 4 years. As of December 31, 2020, the Company does not have any outstanding share awards that are liability classified as all shares granted have been determined to be equity instruments and are recorded into equity based on the straight-line vesting method noted above. Performance-based RSUs ("PBRSUs") vest upon the achievement of a performance condition (change of control or liquidity event as defined in the award agreements) and a market condition (specified return upon the completion of a change of control or liquidity event). In November 2018, the majority of outstanding PBRSUs were modified to include an additional market condition connected to the Company's share price. The Company considered achievement of the newly added share-price based market condition to be probable. Based on this fact pattern, the Company began recognizing expense for all such awards as of the modification date. The expense for the modified awards was fully recognized as of the modification date and the modification also removed any future service condition from the awards. As the PBRSUs granted during 2018 contain a market condition, their fair value at grant date was determined using a Monte Carlo simulation using the assumptions described within the performance-based option section above. The weighted average fair value of PBRSUs granted during the year ended December 31, 2018 ranged from $2.00 per award to $3.68 per award. In 2019 and 2020, the Company granted 0.4 million and 0.6 million PBRSUs, respectively, to a select group of management and employees. Of these grants, 50% were margin accretion-based and 50% were total shareholder return ("TSR") based. As the margin accretion-based PBRSUs contain a performance condition, their fair value was equal to the fair value of an ordinary share on the grant date. The Company considered the achievement of the margin accretion-based awards' performance condition to be probable and therefore began recognizing expense for all such awards as of the grant date. As the TSR-based PBRSUs contain a market condition, their fair value at grant date was determined using a Monte Carlo simulation model, which used the following assumptions:

2018 (none granted)

2020

2019

Stock price

$

16.87

$

17.85

$

— —

Time to maturity

2.8 years

3.0 years

Risk-free interest rate Historical volatility rate Correlation coefficients

1.1 %

2.4 %

— % — % — %

26.5 % 30.0 %

27.4 % 24.0 %

TSR starting factor

1.0

1.0

Dividend yield

— %

— %

— %

The stock price is equal to the fair value of an ordinary share on the grant date. Time to maturity is based on the term between the valuation date and maturity date. The risk-free interest rate used is based on zero-coupon risk-free rates with a term equal to the expected time to maturity of the award. For the awards granted in 2019, as the Company had limited publicly traded stock quotes, the average daily historical stock price volatility of a peer group for a period immediately preceding the date to the remaining time of maturity is used to determine the volatility. For the awards granted in 2020, a weighted-average of the daily historical stock price volatility of the Company over its trading history and the average daily historical stock price volatility of a peer group is used to determine the volatility. The average daily correlation of peers was used to estimate the correlation of the Company in regards to our peer group (Russell 3000). The dividend yield is 0% as the Company has not paid any dividends nor does it plan to pay dividends in the near future. The Company considered achievement of TSR-based awards' market condition to be probable and therefore began recognizing expense for all such awards as of the grant date. The fair value of the PBRSUs granted during

89

Made with FlippingBook flipbook maker