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Stock Based Compensation | 12 Months Ended
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Dec. 31, 2024
Stock-Based Compensation [Abstract] |
Stock-based Compensation | 32. STOCK-BASED COMPENSATION ECSPP and Common Shareholders DRIP Eligible employees can participate in the ECSPP. As of December 31, 2024, the plan allows employees to make cash contributions of a minimum of $25 per month 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 for 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, 2024, Emera was in compliance with this requirement. Compensation cost for shares issued under the ECSPP for the year ended December 31, 2024 was $ 4 million (2023 – $ 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 with the reinvestment of cash dividends. The discount was 2 per cent in 2024. 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, 2024, 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: 2024 2023 Weighted average FV per option $ 4.66 $ 6.32 Expected term (1) 5 years 5 years Risk-free interest rate (2) 3.56 % 3.53 % Expected dividend yield (3) 6.11 % 5.05 % Expected volatility (4) 20.67 % 20.07 % (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 2024: 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, 2023 3,095,604 $ 51.20 1,253,255 $ 5.17 Granted 792,600 46.97 792,600 4.66 Exercised (78,839) 39.86 N/A N/A Forfeited (13,325) 56.14 - N/A Vested N/A N/A (438,365) 4.58 Options outstanding December 31, 2024 3,796,040 $ 50.53 1,607,490 $ 5.08 Options exercisable December 31, 2024 (2)(3) 2,188,550 $ 50.07 (1) As at December 31, 2024, there was $ 6 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 (2023 – $ 5 million, 3 years). (2) As at December 31, 2024, the weighted average remaining term of vested options was 4 years with an aggregate intrinsic value of $ 11 million (2023 – 5 years, $ 8 million). (3) As at December 31, 2024, the FV of options that vested in the year was $ 2 million (2023 – $ 2 million). Compensation cost recognized for stock options for the year ended December 31, 2024 was $ 2 million (2023 – $ 2 million), which was included in “OM&G” on the Consolidated Statements of Income. As at December 31, 2024, cash received from option exercises was $ 3 million (2023 – $ 6 million). The total intrinsic value of options exercised for the year ended December 31, 2024 was $ 1 million (2023 – $ 2 million). The range of exercise prices for the options outstanding as at December 31, 2024 was $ 39.93 to $ 60.03 (2023 – $ 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. Unless otherwise determined by the Management Resources and Compensation Committee (“MRCC”), 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 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, 2024 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, 2023 712,963 $ 42.29 729,058 $ 46.24 Granted including DRIP 86,417 45.20 134,795 48.98 Exercised (10,292) 38.77 (34,997) 36.04 Outstanding and exercisable as at December 31, 2024 789,088 $ 42.65 828,856 $ 47.12 Compensation cost recognized for employee and director DSU’s for the year ended December 31, 2024 was $ 13 million (2023 – $ 2 million cost recovery). Tax benefits related to this compensation cost for share units realized for the year ended December 31, 2024 were $ 4 million (2023 – $ 1 million tax expense). The aggregate intrinsic value of the outstanding shares for the year ended December 31, 2024 for employees was $ 43 million (2023 – $ 36 million). The aggregate intrinsic value of the outstanding shares for the year ended December 31, 2024 for directors was $ 45 million (2023 – $ 37 million). Cash payments made during the year ended December 31, 2024 associated with the DSU plan were $ 2 million (2023 – $ 3 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. Unless otherwise determined by the MRCC, 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, 2024 is presented in the following table: Employee PSU Weighted Average Grant Date FV Aggregate intrinsic value Outstanding as at December 31, 2023 743,365 $ 55.13 $ 41 Granted including DRIP 354,793 48.69 Exercised (253,136) 54.66 Forfeited (12,929) 52.53 Outstanding as at December 31, 2024 832,093 $ 52.57 $ 50 Compensation cost recognized for the PSU plan for the year ended December 31, 2024 was $ 18 million (2023 – $ 11 million). Tax benefits related to this compensation cost for share units realized for the year ended December 31, 2024 were $ 5 million (2023 – $ 3 million). Cash payments made during the year ended December 31, 2024 associated with the PSU plan were $ 14 million (2023 – $ 19 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. Unless otherwise determined by the MRCC, 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, 2024 is presented in the following table: Employee RSU Weighted Average Grant Date FV Aggregate intrinsic value Outstanding as at December 31, 2023 562,641 $ 55.01 $ 32 Granted including DRIP 287,976 48.65 Exercised (183,241) 54.66 Forfeited (14,228) 52.45 Outstanding as at December 31, 2024 653,148 $ 52.36 $ 41 Compensation cost recognized for the RSU plan for the year ended December 31, 2024 was $ 15 million (2023 – $ 10 million). Tax benefits related to this compensation cost for share units realized for the year ended December 31, 2024 were $ 4 million (2023 – $ 3 million). Cash payments made during the year ended December 31, 2024 associated with the RSU plan were $ 10 million (2023– $ 10 million).

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