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Share Capital | 12 Months Ended
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Dec. 31, 2021
Equity [Abstract] |
Share Capital | Share Capital The authorized and outstanding share capital of the Company is below. Class A Common Stock (“Class A Shares”) There are 1,000,000,000 shares of Class A Common Stock authorized. There were 118,247,820 Class A Shares issued and outstanding as of December 31, 2021. The Class A Shares are an unlimited number of subordinate voting shares, carrying one vote each, with a par value of $0.001,entitled to dividends equal to or greater than Class B Shares, and convertible at the option of the holder into one Class B Share for each Class A Share after the occurrence of certain events related to an offer to purchase all Class B shares. Class B Common Stock (“Class B Shares”) There are 5,000 shares of Class B Common Stock authorized. There were 3,946 of Class B Shares issued and outstanding as of December 31, 2021. The Class B Shares are an unlimited number of voting shares, carrying twenty votes each, with a par value of $0.00, convertible at any time at the option of the holder into one Class A share for each Class B share. Class C Common Stock (“Class C Shares”) There are 250,000,000 shares of Class C Common Stock authorized. There were 179,970.051 Class C Shares issued and outstanding as of December 31, 2021. The Class C shares do not participate in the earnings of the Company. In addition, an aggregate of 179,970,051 OpCo common units were issued to Stagwell Media in exchange for the equity interests of the Stagwell Subject Entities. Each Class C Share, together with the related Class C unit in OpCo, is convertible at any time, at the option of the holder, into one Class A Share. In February 2022, holders of Class C Common Stock and OpCo Units (the "Paired Units") exchanged 15,155,141 Paired Units for the same number of shares of Class A Common Stock. Convertible Preferred Stock (“Preferred Shares”) The Company had 50,000,000 Series 6 Preferred Shares (par value $0.001 per share) outstanding held by Stagwell Agency Holdings LLC and 73,849,000 Series 8 Preferred Shares (par value $0.001 per share) held by affiliates of The Goldman Sachs Group, Inc. (“Goldman”). The terms of the Preferred Shares provided the Company the option to convert the Preferred Shares to Class A Common Shares if Class A Common Shares traded above 125% of the $5.00 per share conversion price for 30 consecutive trading days. The Company entered into an agreement with Goldman on August 4, 2021 to redeem $30,000 in liquidation value of the Series 8 Preferred Shares for $25,000, resulting in the redemption of 21,151,000 shares. On September 23, 2021, the Company provided notices of conversion to each holder of record of each of the Company’s Series 6 and Series 8 Preferred Shares. Pursuant to the notices, the 50,000,000 issued and outstanding Series 6 Preferred Shares were converted into 12,086,700 Class A Common Shares, in the aggregate, on October 7, 2021, and the 73,849,000 issued and outstanding Series 8 Preferred Shares were converted into 20,948,746 Class A Common Shares, in the aggregate, on November 8, 2021. Shares-based Awards As of December 31, 2021, of the total number of shares authorized, 2,838,628 remain available to be issued for future awards. The following tables summarize share-based activity of awards authorized under our employee stock incentive plans and awards (such as inducement awards) and other share-based commitments that have met the requirements to be issued separate from shareholder-approved stock incentive plans. The following table summarizes information about financial performance-based and time-based restricted stock and restricted stock unit awards:
| Performance-Based Awards |  | Time-Based Awards
| Shares |  | Weighted Average Grant Date Fair Value |  | Shares |  | Weighted Average Grant Date Fair Value
Balance at December 31, 2020 | — |  |  | $ | — |  |  | — |  |  | $ | — |
Shares acquired concurrent with acquisition | — |  |  | — |  |  | 3,326,021 |  |  | 5.42 |
Granted | 1,048,000 |  |  | 8.68 |  |  | 12,658,713 |  |  | 5.51 |
Vested | — |  |  | — |  |  | (281,743) |  |  | 5.42 |
Forfeited | — |  |  | — |  |  | (3,889) |  |  | 5.42 |
Balance at December 31, 2021 | 1,048,000 |  |  | $ | 8.68 |  |  | 15,699,102 |  |  | $ | 5.49 |
The vesting of the performance-based awards is contingent upon the Company meeting cumulative earnings targets over three years and continued employment through the vesting date. The term of the time-based awards is generally three years with vesting up to generally three years. The vesting period of the time-based and performance-based awards is generally commensurate with the requisite service period. The total fair value of restricted stock and restricted stock unit awards, which vested during the twelve months ended December 31, 2021, was $1,527. At December 31, 2021, the weighted average remaining contractual life for time-based and performance-based awards was 0.37 and 2.37 years, respectively. At December 31, 2021, the unrecognized compensation expense for performance-based awards was $8,221 to be recognized over a weighted average period of 2.37 years. At December 31, 2021, the unrecognized compensation expense for time-based awards was $15,376 to be recognized over a weighted average period of 0.37 years. The following table summarizes information about stock appreciation rights (“SAR”) awards:
| SAR Awards
| Shares |  | Weighted Average Grant Date Fair Value |  | Weighted Average Exercise Price
Balance at December 31, 2020 | — |  |  | $ | — |  |  | $ | — |
Shares acquired concurrent with acquisition | 3,378,634 |  |  | 2.94 |  |  | 2.95 |
Granted | 1,597,945 |  |  | 2.39 |  |  | 8.13 |
Forfeited | (83,800) |  |  | 1.35 |  |  | 6.60 |
Balance at December 31, 2021 | 4,892,779 |  |  | $ | 2.79 |  |  | $ | 4.58 |
We use the Black-Scholes option-pricing model to estimate the fair value of the SAR awards. The grant date fair values of the options granted in 2021 ranged from $2.20 to $3.66. The assumptions for the model were as follows: expected life ranging from 2.8 to 4 years, risk free interest rate of approximately 1.0%, expected volatility ranging from of 35.5% to 38.1%, and dividend yield of 0.0%. Options granted in 2021 vest in 1 to 3 years. The term of these awards is 5 years. The vesting period of these awards is generally commensurate with the requisite service period. As of December 31, 2021, 1,950,000 SAR awards vested and were exercisable. The aggregate intrinsic value of the SAR awards outstanding as of December 31, 2021 was $19,677. At December 31, 2021, the weighted average remaining contractual life for the SAR awards was 1.15 years. At December 31, 2021, the unrecognized compensation expense for these awards was $4,639 to be recognized over a weighted average period of 1.15 years. For the twelve months ended December 31, 2021, $75,032 was recognized in stock compensation related to all stock compensation awards. The related income tax benefit for the twelve months ended December 31, 2021 was $5,289. Subsidiary Awards Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The awards generally provide the employee the right, but not the obligation, to sell its profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, pay a profit share distribution. The profits interests awards are settled in cash and the corresponding liability at fair value was $36,418 at December 31, 2021 (Level 3 fair value model), and included as a component of Accruals and other liabilities and Other liabilities on the Audited Consolidated Balance Sheets.

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