SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

On September 4, 2019, our Board adopted the Cannes Holding Parent, Inc. 2019 Equity Incentive Plan (the “2019 Equity Plan”). The 2019 Equity Plan was terminated and replaced and superseded by the 2021 Plan (as defined below) on the effective date of the 2021 Plan and no further grant of awards under the 2019 Equity Plan have been made since such effective date. Outstanding awards granted under the 2019 Equity Plan remain in effect pursuant to their terms.

On June 4, 2021, in connection with the IPO, the Company adopted the Convey Holding Parent, Inc. 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”). The 2021 Plan has a term of ten years.

In March 2021, pursuant to the 2019 Equity Plan, Convey issued option awards to acquire 69,300 shares of Convey’s common stock with an exercise price of $9.92 per share and a term of ten (10) years. The awards were comprised of time-vesting options which vest 25% on each anniversary date from the vesting commencement date.

In June 2021, in connection with the IPO and pursuant to the 2021 Plan, Convey issued option awards to acquire 497,321 shares of Convey’s common stock with an exercise price of $14.00 per share and a term of ten (10) years. In addition, Convey issued 198,929 restricted stock units (“RSUs”) with a grant date fair value of $13.00 per unit. The option awards and RSUs are time-vesting awards which vest 25% on the first anniversary of the commencement date, and the remainder will vest in 12 equal 3-month installments over the following three years.

In August 2021, pursuant to the 2021 Plan, Convey issued option awards to acquire 20,380 shares of Convey’s common stock with an exercise price of $9.20 per share and a term of five (5) years. In addition, Convey issued 8,152 RSUs with a grant date fair value of $9.20 per unit. The option awards and RSUs were fully vested as of the date of the grant.

In March 2022, pursuant to the 2021 Plan, the Company issued 2,500,459 RSUs and 1,243,220 performance restricted stock units (“PSUs”) with a grant date fair value of $6.70 per unit. The grants are time-vesting awards which vest 25% on the first anniversary of the commencement date, and the remainder will vest in 12 equal 3-month installments over the following three years. The PSUs have a performance condition that affects vesting and is subject to the Company meeting certain annual Adjusted Earnings Before Interest, Income Tax, Depreciation and Amortization (“Adjusted EBITDA”) target.

The following table summarizes the total share-based compensation expense included in the condensed consolidated statements of operations and comprehensive income (loss):


	For the Three Months Ended March 31,
(in thousands)	2022		2021
Selling, general and administrative	$	1,264	$	990
Total stock-based compensation expense	$	1,264	$	990

Stock Option Modification

On February 15, 2021, our Board approved a stock option award modification (the “Modification”) whereby the exercise price of certain previously granted and still outstanding unvested stock option awards held by current employees and certain executives were reduced by $1.18 per award, which represented the cash payment made for the vested awards as part of the Special Dividend. No other terms of the repriced stock options were modified, and the modified stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the Modification, 3,653,837 unvested stock options outstanding with an original exercise price of $7.94 were modified.

There was no incremental stock-based compensation expense as there was no incremental fair value generated as a result of the Modification.

Stock Option Grants

Stock option activity and information about stock options outstanding are summarized in the following table:


	Stock Option Awards	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2021	5,636,154	$	7.68	8.29
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Outstanding at March 31, 2022	5,636,154	7.68		7.99
Vested or expect to vest as of March 31, 2022	5,636,154	7.68		7.99
Vested and Exercisable as of March 31, 2022	2,876,085	7.53		7.88

The stock options are equity-based awards and their aggregate intrinsic value outstanding and exercisable at March 31, 2022, is $0.

As of March 31, 2022, there was approximately $9.4 million total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 2.11 years.

We estimate the fair value of the time-vesting stock option awards on the date of grant using the Black-Scholes Merton model. The time-vesting options have a service condition. Option valuation models, including the Black-Scholes Merton model, require the input of certain assumptions that involve judgment. Changes in the input assumptions can materially affect the fair value estimates and, ultimately, how much we recognize as stock-based compensation expense.

Restricted Stock Units

Activity and information about non-vested RSUs outstanding are summarized in the following table:


	Restricted Stock Units	Weighted Average Grant Date Fair Value (in thousands)
Outstanding at December 31, 2021	154,286	$	2,006
Granted	3,743,679	25,083
Vested	—	—
Forfeited	—	—
Outstanding at March 31, 2022	3,897,965	$	27,089

One RSU gives the right to one share of the Company’s common stock. RSUs that vest based on service are measured based on the fair value of the underlying stock on the date of grant. Compensation with respect to RSU awards is expensed on a straight-line basis over the vesting period.

As of March 31, 2022, there was approximately $26.6 million total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted average period of 3.88 years.

Long-Term Incentive Awards

In March 2020, Convey issued fifty-six (56) Long-Term Incentive (LTI) awards with a total grant-date fair value of $1.1 million to employees. These awards vest upon satisfaction of the performance condition as determined by our Board at its sole discretion, subject to the participants continued employment or service. The performance condition is satisfied by TPG meeting a certain multiple-of-money return, on a scale, prior to or upon (i) TPG in the aggregate beneficially owning less than 20% of the voting equity securities of the Company or (ii) the date on which a change in control occurs. The awards contain a market condition with an implicit performance condition. No awards have vested as of March 31, 2022, as such events did not occur during the three months ended March 31, 2022. No awards have been granted or cancelled during the three months ended March 31, 2022. The awards do not expire. On the date the performance condition is met, any unvested awards will be forfeited.


			LTI Awards
Outstanding as of December 31, 2021			43
Forfeited			(4)
Outstanding as of March 31, 2022			39

Settlement of the award can be made, as determined by our Board at its sole discretion, (i) in cash, (ii) common stock, or (iii) in other property acceptable to our Board. The LTIs are treated as liability-based awards under Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation, (“ASC 718”) and the Company shall recognize compensation expense for the LTIs upon the liquidity event occurring.