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Stock Based Compensation
12 Months Ended
Dec. 31, 2023
Stock-Based Compensation [Abstract]  
Stock-based Compensation
31.
 
STOCK-BASED COMPENSATION
Employee Common Share Purchase Plan and Common Shareholders Dividend
Reinvestment and Share Purchase Plan
Eligible employees may participate in the ECSPP. As of December 31, 2023, the plan allows employees
to make cash contributions of a minimum of $25 to a maximum of $20,000 CAD or $15,000 USD per year
for the purpose of purchasing common shares of Emera. The Company also contributes 20 per cent of
the employees’ contributions to the plan.
The plan allows reinvestment of dividends for all participants except where prohibited by law.
 
The
maximum aggregate number of Emera common shares reserved for issuance under this plan is
7
 
million
common shares. As at December 31, 2023, Emera was in compliance with this requirement.
Compensation cost for shares issued under the ECSPP for the year ended December 31, 2023 was $
3
million (2022 – $
3
 
million) and was included in “OM&G” on the Consolidated Statements of Income.
 
The Company also has a Common Shareholders DRIP, which provides an opportunity for shareholders
residing in Canada to reinvest dividends and purchase common shares. This plan provides for a discount
of up to 5 per cent from the average market price of Emera’s common shares for common shares
purchased in connection with the reinvestment of cash dividends. The discount was 2 per cent in 2023.
Stock-Based Compensation Plans
Stock Option Plan
The Company has a stock option plan that grants options to senior management of the Company for a
maximum term of 10 years. The option price of the stock options is the closing price of the Company’s
common shares on the Toronto Stock Exchange on the last business day on which such shares were
traded before the date on which the option is granted. The maximum aggregate number of shares
issuable under this plan is 14.7 million shares. As at December 31, 2023, Emera was in compliance with
this requirement.
Stock options granted in 2021 and prior vest in 25 per cent increments on the first, second, third and
fourth anniversaries of the date of the grant. Stock options granted in 2022 and thereafter vest in 20 per
cent increments on the first, second, third, fourth and fifth anniversaries of the date of the grant. If an
option is not exercised within 10 years, it expires and the optionee loses all rights thereunder. The holder
of the option has no rights as a shareholder until the option is exercised and shares have been issued.
The total number of stocks to be optioned to any optionee shall not exceed five per cent of the issued and
outstanding common stocks on the date the option is granted.
For stock options granted in 2021 and prior, unless a stock option has expired, vested options may be
exercised within the
27 months
 
following the option holder’s date of retirement,
six months
 
following a
termination without just cause or death, and within
sixty days
 
following the date of termination for just
cause or resignation. Commencing with the 2022 stock option grant, vested options may be exercised
during the full term of the option following the option holders date of retirement,
six months
 
following a
termination without just cause or death, and within
sixty days
 
following the date of termination for just
cause or resignation. If stock options are not exercised within such time, they expire.
The Company uses the Black-Scholes valuation model to estimate the compensation expense related to
its stock-based compensation and recognizes the expense over the vesting period on a straight-line
basis.
The following table shows the weighted average FV per stock option along with the assumptions
incorporated into the valuation models for options granted, for the year-ended December 31:
2023
2022
Weighted average FV per option
$
6.32
$
5.35
Expected term
(1)
5
 
years
5
 
years
Risk-free interest rate
(2)
 
3.53
%
 
1.79
%
Expected dividend yield
(3)
 
5.05
%
 
4.55
%
Expected volatility
(4)
 
20.07
%
 
18.87
%
(1) The expected term of the option awards is calculated based on historical exercise behaviour and represents the period
 
of time
that the options are expected to be outstanding.
(2) Based on the Bank of Canada five-year government bond yields.
(3) Incorporates current dividend rates and historical dividend increase patterns.
(4) Estimated using the five-year historical volatility.
The following table summarizes stock option information for 2023:
Total Options
Non-Vested Options
(1)
Number of
Options
 
Weighted
average exercise
price per share
Number of
Options
Weighted
average grant
date fair-value
Outstanding as at December 31, 2022
2,853,879
$
50.41
1,348,400
$
4.08
Granted
 
483,100
54.64
483,100
6.32
Exercised
(146,475)
43.94
N/A
N/A
Forfeited
(94,900)
56.32
(51,625)
3.61
Vested
N/A
N/A
(526,620)
3.58
Options outstanding December 31, 2023
3,095,604
$
51.20
1,253,255
$
5.17
Options exercisable December 31, 2023
(2)(3)
1,842,349
$
48.39
(1) As at December 31, 2023, there was $
5
 
million of unrecognized compensation related to stock options not yet vested which is
expected to be recognized over a weighted average period of approximately
3
 
years (2022 – $
4
 
million,
3
 
years).
(2) As at December 31, 2023, the weighted average remaining term of vested options was
5
 
years with an aggregate intrinsic value of
$
8
 
million (2022 –
5
 
years, $
10
 
million).
(3) As at December 31, 2023, the FV of options that vested in the year was $
2
 
million (2022 – $
2
 
million).
Compensation cost recognized for stock options for the year ended December 31, 2023 was $
2
 
million
(2022 – $
2
 
million), which was included in “OM&G” on the Consolidated Statements of Income.
 
As at December 31, 2023, cash received from option exercises was $
6
 
million (2022 – $
9
 
million). The
total intrinsic value of options exercised for the year ended December 31, 2023 was $
2
 
million (2022 – $
4
million). The range of exercise prices for the options outstanding as at December 31, 2023 was $
32.35
 
to
$
60.03
 
(2022 – $
32.35
 
to $
60.03
).
Share Unit Plans
The Company has DSU, PSU and RSU plans. The plans and the liabilities are marked-to-market at the
end of each period based on an average common share price at the end of the period.
Deferred Share Unit Plans
 
Under the Directors’ DSU plan, Directors of the Company may elect to receive all or any portion of their
compensation in DSUs in lieu of cash compensation, subject to requirements to receive a minimum
portion of their annual retainer in DSUs. Directors’ fees are paid on a quarterly basis and, at the time of
each payment of fees, the applicable amount is converted to DSUs. A DSU has a value equal to one
Emera common share. When a dividend is paid on Emera’s common shares, the Director’s DSU account
is credited with additional DSUs. DSUs cannot be redeemed for cash until the Director retires, resigns or
otherwise leaves the Board. The cash redemption value of a DSU equals the market value of a common
share at the time of redemption, pursuant to the plan. Following retirement or resignation from the Board,
the value of the DSUs credited to the participant’s account is calculated by multiplying the number of
DSUs in the participant’s account by Emera’s closing common share price on the date DSUs are
redeemed.
Under the executive and senior management DSU plan, each participant may elect to defer all or a
percentage of their annual incentive award in the form of DSUs with the understanding, for participants
who are subject to executive share ownership guidelines, a minimum of 50 per cent of the value of their
actual annual incentive award (25 per cent in the first year of the program) will be payable in DSUs until
the applicable guidelines are met.
When short-term incentive awards are determined, the amount elected is converted to DSUs, which have
a value equal to the market price of an Emera common share. When a dividend is paid on Emera’s
common shares, each participant’s DSU account is allocated additional DSUs equal in value to the
dividends paid on an equivalent number of Emera common shares. Following termination of employment
or retirement, and by December 15 of the calendar year after termination or retirement, the value of the
DSUs credited to the participant’s account is calculated by multiplying the number of DSUs in the
participant’s account by the average of Emera’s stock closing price for the fifty trading days prior to a
given calculation date. Payments are made in cash.
In addition, special DSU awards may be made from time to time by the Management Resources and
Compensation Committee (“MRCC”), to selected executives and senior management to recognize
singular achievements or by achieving certain corporate objectives.
A summary of the activity related to employee and director DSUs for the year ended December 31, 2023
is presented in the following table:
Employee
DSU
Weighted
Average
Grant Date
FV
Director
 
DSU
Weighted
Average
Grant Date
FV
Outstanding as at December 31, 2022
627,223
$
41.55
664,258
$
45.83
Granted including DRIP
85,740
47.66
117,893
49.99
Exercised
N/A
N/A
(53,093)
49.39
Outstanding and exercisable as at December 31, 2023
712,963
$
42.29
729,058
$
46.24
Compensation cost recovery recognized for employee and director DSU’s for the year ended December
31, 2023 was $
2
 
million (2022 – $
6
 
million). Tax
 
expense related to this compensation cost recovery for
share units realized for the year ended December 31, 2023 was $
1
 
million (2022 – $
2
 
million). The
aggregate intrinsic value of the outstanding shares for the year ended December 31, 2023 for employees
was $
36
 
million (2022 – $
33
 
million). The aggregate intrinsic value of the outstanding shares for the year
ended December 31, 2023 for directors was $
37
 
million (2022 – $
34
 
million). Cash payments made
during the year ended December 31, 2023 associated with the DSU plan were $
3
 
million (2022 – $
8
million).
Performance Share Unit Plan
 
Under the PSU plan, certain executive and senior employees are eligible for long-term incentives payable
through the plan. PSUs are granted annually for three-year overlapping performance cycles, resulting in a
cash payment. PSUs are granted based on the average of Emera’s stock closing price for the fifty trading
days prior to the effective grant date. Dividend equivalents are awarded and paid in the form of additional
PSUs. The PSU value varies according to the Emera common share market price and corporate
performance.
PSUs vest at the end of the three-year cycle and the payouts will be calculated and approved by the
MRCC early in the following year. The value of the payout considers actual service over the performance
cycle and may be pro-rated in certain departure scenarios. In the case of retirement, as defined in the
PSU plan, grants may continue to vest in full and payout in normal course post-retirement.
A summary of the activity related to employee PSUs for the year ended December 31, 2023 is presented
in the following table:
Employee PSU
Weighted Average
Grant Date FV
Aggregate intrinsic value
Outstanding as at December 31, 2022
690,446
$
56.24
$
40
Granted including DRIP
386,261
52.71
Exercised
(323,155)
54.62
Forfeited
(10,187)
55.15
Outstanding as at December 31, 2023
743,365
$
55.13
$
41
Compensation cost recognized for the PSU plan for the year ended December 31, 2023 was $
11
 
million
(2022 – $
18
 
million). Tax
 
benefits related to this compensation cost for share units realized for the year
ended December 31, 2023 were $
3
 
million (2022 – $
5
 
million). Cash payments made during the year
ended December 31, 2023 associated with the PSU plan were $
19
 
million (2022 – $
24
 
million).
Restricted Share Unit Plan
 
Under the RSU plan, certain executive and senior employees are eligible for long-term incentives payable
through the plan. RSUs are granted annually for three-year overlapping performance cycles, resulting in a
cash payment. RSUs are granted based on the average of Emera’s stock closing price for the fifty trading
days prior to the effective grant date. Dividend equivalents are awarded and paid in the form of additional
RSUs. The RSU value varies according to the Emera common share market price.
RSUs vest at the end of the three-year cycle and the payouts will be calculated and approved by the
MRCC early in the following year. The value of the payout considers actual service over the performance
cycle and may be pro-rated in certain departure scenarios. In the case of retirement, as defined in the
RSU plan, grants may continue to vest in full and payout in normal course post-retirement.
 
A summary of the activity related to employee RSUs for the year ended December 31, 2023 is presented
in the following table:
Employee RSU
Weighted Average
Grant Date FV
Aggregate intrinsic value
Outstanding as at December 31, 2022
508,468
$
56.25
$
30
Granted including DRIP
236,537
52.07
Exercised
(171,537)
54.62
Forfeited
(10,827)
54.76
Outstanding as at December 31, 2023
562,641
$
55.01
$
32
Compensation cost recognized for the RSU plan for the year ended December 31, 2023 was $
10
 
million
(2022 – $
9
 
million). Tax
 
benefits related to this compensation cost for share units realized for the year
ended December 31, 2023 were $
3
 
million (2022 – $
2
 
million). Cash payments made during the year
ended December 31, 2023 associated with the RSU plan were $
10
 
million (2022–
nil
).