v3.21.2
Share-Based Compensation Expense
9 Months Ended
Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation Expense

10. Share-Based Compensation Expense

Predecessor Plans

Prior to the Business Combination, share-based payments to employees include grants of restricted share units (“RSUs”) and performance based restricted share units (“PRSUs”), which consist of both Class A-1 and Class B common units in each type, are measured based on their estimated grant date fair value. The Company recognizes compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. As a result of the change in control related to the Business Combination, the vesting of the time-based RSU Class B units accelerated on the Closing Date. The remaining unvested PRSU Class B units have vesting conditions that are contingent upon the achievement of defined internal rates of return and multiples on invested capital occurrence and of certain liquidity events. The Class A-1 RSUs and PRSUs that were unvested as of the Closing Date have time-based and/or vesting conditions that are contingent upon the achievement of defined internal rates of return and multiples on invested capital occurrence and of certain liquidity events. Both the unvested Class A-1 and Class B units were replaced with unvested Alight common shares as discussed below.

The following tables summarizes the unit activity related to the RSUs and PRSUs during the Predecessor six months ended June 30, 2021:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

 

Fair Value

 

 

 

 

 

 

Fair Value

 

Predecessor

 

RSUs

 

 

Per Unit

 

 

PRSUs

 

 

Per Unit

 

Balance as of December 31, 2020

 

 

2,999

 

 

$

 

4,563

 

 

 

9,223

 

 

$

 

4,015

 

Granted

 

 

254

 

 

 

 

28,875

 

 

 

389

 

 

 

 

24,420

 

Vested

 

 

(517

)

 

 

 

5,459

 

 

 

-

 

 

 

 

-

 

Forfeited

 

 

(121

)

 

 

 

4,527

 

 

 

(567

)

 

 

 

2,626

 

Balance as of June 30, 2021

 

 

2,614

 

 

$

 

6,741

 

 

 

9,045

 

 

$

 

4,888

 

Successor Plans

Predecessor Replacement Awards

In connection with the Business Combination, the holders of certain unvested awards under the Predecessor plans were granted replacement awards in the Successor company.

 

Class B units: The unvested Class B units of Alight Holdings were granted replacement Unvested Class A common shares, Unvested Class B-1 common shares, and Unvested Class B-2 common shares of the Company that ultimately vest on the third anniversary of the Closing Date, but could vest earlier based on market-based vesting terms consistent to those under the Predecessor Plan.

 

Class A-1 units: The unvested Class A-1 units were granted replacement Unvested Class A common shares, Unvested Class B common shares, and Unvested Class B-2 common shares of the Company on an equivalent fair value basis. The time and market-based vesting conditions are consistent with those under the Predecessor Plan.

The Class B and Class A-1 units that were replaced represent the Unvested Class A, Unvested Class B-1 and Unvested Class B-2 common shares subject to the forfeiture re-allocation provision per the Class Z instruments discussed in Note 9 “Stockholders’ and Members’ Equity”. These unvested shares are accounted for as restricted stock in accordance with ASC 718.

Successor Awards

In connection with the Business Combination, the Company adopted the Alight, Inc. 2021 Omnibus Incentive Plan. Under this plan, for grants issued during the Successor three months ended September 30, 2021, approximately 50% of the units are subject to time-based vesting requirements and approximately 50% are subject to performance-based vesting requirements. The majority of the time-based RSUs vest ratably each December 31 over a three-year period with one-third vesting on December 31, 2021, 2022 and 2023. The majority of the PRSUs vest upon achievement of the Company’s performance goal, Total Contract Value of Business Process as a Service ("BPaaS"). The Company recognizes expense associated with the PRSUs when the achievement of the performance condition is deemed probable.

The aggregate grant date fair value of RSUs and PRSUs granted during the Successor period three months ended September 30, 2021 was $116 million and $114 million, respectively.

Restricted Share Units and Performance Based Restricted Share Units

The following tables summarizes the unit activity related to the RSUs and PRSUs during the Successor three months ended September 30, 2021:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

 

Fair Value

 

 

 

 

 

 

Fair Value

 

Successor

 

RSUs(1)

 

 

Per Unit

 

 

PRSUs(1)

 

 

Per Unit

 

Balance as of July 1, 2021

 

 

854,764

 

 

$

 

9.91

 

 

 

7,816,743

 

 

$

 

9.99

 

Granted

 

 

9,178,145

 

 

 

 

12.64

 

 

 

9,045,415

 

 

 

 

12.64

 

Vested

 

 

(12,730

)

 

 

 

11.48

 

 

 

 

 

 

 

 

Balance as of September 30, 2021

 

 

10,020,179

 

 

$

 

12.41

 

 

 

16,862,158

 

 

$

 

11.41

 

 

(1) These share totals include both unvested shares and restricted stock units.

Share-based Compensation

The Company recorded the share-based compensation costs related to the RSUs and PRSUs for the Successor three months ended September 30, 2021, the Predecessor six months ended June 30, 2021, and three and nine months ended September 2020 of $15 million, $5 million, $1 million and $5 million, respectively.

As of September 30, 2021, total future compensation expense related to unvested RSUs was $116 million which will be recognized over a remaining weighted-average amortization period of approximately 2.3 years. As of September 30, 2021, total future compensation expense related to PRSUs was $161 million which will be recognized over approximately the next 2.4 years.