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Share Based Compensation Plans
12 Months Ended
Dec. 31, 2024
Disclosure of terms and conditions of share-based payment arrangement [abstract]  
Share Based Compensation Plans

NOTE 12. SHARE-BASED COMPENSATION PLANS

Precision’s omnibus equity incentive plan (Omnibus Plan) allows the Corporation to settle short-term incentive awards (annual bonus) and long-term incentive awards (share options, performance share units and restricted share units) issued on or after February 8, 2017 in voting shares of Precision (either issued from treasury or purchased in the open market), cash, or a combination of both. Precision intends to settle all short-term incentive, restricted share unit and performance share unit awards issued under the Omnibus Plan in cash and to settle options in voting shares.

Liability Classified Plans

 

 

 

Restricted
  Share Units

 

Performance
Share Units

 

Non-
Management
Directors’ DSUs

 

Total

 

Balance, December 31, 2022

 

$

38,190

 

$

100,858

 

$

12,297

 

$

151,345

 

Expensed during the year

 

 

6,594

 

 

28,256

 

 

(2,787

)

 

32,063

 

Settlement in shares

 

 

(2,101

)

 

(17,104

)

 

(758

)

 

(19,963

)

Payments

 

 

(26,524

)

 

(47,971

)

 

(385

)

 

(74,880

)

Foreign exchange

 

 

(45

)

 

3

 

 

 

 

(42

)

Balance, December 31, 2023

 

 

16,114

 

 

64,042

 

 

8,367

 

 

88,523

 

Expensed during the year

 

 

10,511

 

 

29,829

 

 

2,488

 

 

42,828

 

Settlement in shares

 

 

(2,012

)

 

(18,355

)

 

 

 

(20,367

)

Payments

 

 

(13,037

)

 

(40,016

)

 

 

 

(53,053

)

Foreign exchange

 

 

(16

)

 

(57

)

 

 

 

(73

)

Balance, December 31, 2024

 

$

11,560

 

$

35,443

 

$

10,855

 

$

57,858

 

Current

 

 

8,567

 

 

24,770

 

 

10,855

 

 

44,192

 

Long-term

 

 

2,993

 

 

10,673

 

 

 

 

13,666

 

Balance, December 31, 2024

 

$

11,560

 

$

35,443

 

$

10,855

 

$

57,858

 

 

(a) Restricted Share Units and Performance Share Units

Precision has various cash-settled share-based incentive plans for officers and other eligible employees. Under the Restricted Share Unit (RSU) incentive plan, shares granted to eligible employees vest annually over a three-year term. Vested shares are automatically paid out in cash at a value determined by the fair market value of the shares at the vesting date. Under the

Performance Share Unit (PSU) incentive plan, shares granted to eligible employees vest at the end of a three-year term. Vested shares are paid out in cash or shares at the Board of Director's discretion, in the first quarter following the vested term at a value determined by the fair market value of the shares at the vesting date and based on the number of performance shares held multiplied by a performance factor that ranges from zero to two times. The performance factor is based on Precision’s share price performance compared to a peer group over the three-year period, repayment of debt and leverage ratio.

A summary of the RSUs and PSUs outstanding under these share-based incentive plans is presented below:

 

 

RSUs
Outstanding

 

 

PSUs
Outstanding

 

December 31, 2022

 

 

495,168

 

 

 

1,136,671

 

Granted

 

 

66,032

 

 

 

121,690

 

Redeemed

 

 

(266,744

)

 

 

(438,612

)

Forfeited

 

 

(18,362

)

 

 

(25,006

)

December 31, 2023

 

 

276,094

 

 

 

794,743

 

Granted

 

 

92,423

 

 

 

158,440

 

Redeemed

 

 

(180,989

)

 

 

(450,726

)

Forfeited

 

 

(7,768

)

 

 

(5,404

)

December 31, 2024

 

 

179,760

 

 

 

497,053

 

 

Subsequent to December 31, 2024, Precision elected to settle certain vesting RSUs and PSUs through the issuance of 150,068 common shares.

(b) Non-Management Directors

Precision has a deferred share unit (DSU) plan for non-management directors whereby fully vested DSUs are granted quarterly based on an election by the non-management director to receive all or a portion of his or her compensation in DSUs. These DSUs are redeemable in cash or for an equal number of common shares upon the director’s retirement. The redemption of DSUs in cash or common shares is solely at Precision’s discretion. Non-management directors can receive a lump sum payment or two separate payments any time up until December 15 of the year following retirement. If the non-management director does not specify a redemption date, the DSUs will be redeemed on a single date six months after retirement. The cash settlement amount is based on the weighted average trading price for Precision’s shares on the Toronto Stock Exchange for the five days immediately prior to payout.

A summary of the DSUs outstanding under this share-based incentive plan is presented below:

 

Deferred Share Units

 

Outstanding

 

Balance December 31, 2022

 

 

118,774

 

Granted

 

 

16,336

 

Redeemed

 

 

(18,830

)

Balance December 31, 2023

 

 

116,280

 

Granted

 

 

7,193

 

Balance December 31, 2024

 

 

123,473

 

 

During 2023, 18,830 DSUs were redeemed upon the retirement of a non-management director. Precision elected to settle the redemption of DSUs through a combination of cash and common shares.

Equity Settled Plans

(c) Executive Restricted Share Units Plan

Precision grants Executive RSUs to certain senior executives with the intention of settling them in voting shares of the Corporation either issued from treasury or purchased in the open market. Granted units vest annually over a three-year term.

 

Executive Restricted Share Units

 

Outstanding

 

 

Weighted Average
Fair Value

 

December 31, 2022

 

 

 

 

$

 

Granted

 

 

46,740

 

 

 

96.90

 

December 31, 2023

 

 

46,740

 

 

 

96.90

 

Granted

 

 

61,930

 

 

 

79.84

 

Redeemed

 

 

(15,570

)

 

 

96.90

 

Forfeited

 

 

(608

)

 

 

96.90

 

December 31, 2024

 

 

92,492

 

 

$

85.48

 

Included in net earnings for the year ended December 31, 2024 were expenses of $4 million (2023 – $3 million).

(d) Option Plan

Under this plan, the exercise price of each option equals the fair market value of the option at the date of grant determined by the weighted average trading price for the five days preceding the grant. The options are denominated in either Canadian or

U.S. dollars, and vest over a period of three years from the date of grant, as employees render continuous service to the Corporation, and have a term of seven years.

A summary of the status of the equity incentive plan is presented below:

 

Canadian Share Options

 

Options
Outstanding

 

 

Range of
Exercise Price

 

 

Weighted
   Average
Exercise Price

 

 

Options
Exercisable

 

December 31, 2022 and December 31, 2023

 

 

23,055

 

 

$

87.00

 

 

 

 

145.97

 

 

$

113.01

 

 

 

23,055

 

Exercised

 

 

(925

)

 

 

87.00

 

 

 

 

87.00

 

 

 

87.00

 

 

 

 

Forfeited

 

 

(10,170

)

 

 

145.97

 

 

 

 

145.97

 

 

 

145.97

 

 

 

 

December 31, 2024

 

 

11,960

 

 

$

87.00

 

 

 

 

87.00

 

 

$

87.00

 

 

 

11,960

 

 

U.S. Share Options

 

Options
Outstanding

 

 

Range of
Exercise Price
(US$)

 

 

Weighted
Average
Exercise Price
(US$)

 

 

Options
Exercisable

 

December 31, 2022

 

 

141,748

 

 

$

51.20

 

 

 

 

111.47

 

 

$

84.84

 

 

 

141,748

 

Forfeited

 

 

(13,350

)

 

 

64.20

 

 

 

 

100.40

 

 

 

75.66

 

 

 

 

December 31, 2023

 

 

128,398

 

 

 

51.20

 

 

 

 

111.47

 

 

 

85.80

 

 

 

128,398

 

Exercised

 

 

(6,485

)

 

 

68.80

 

 

 

 

68.80

 

 

 

68.80

 

 

 

 

Forfeited

 

 

(61,861

)

 

 

68.80

 

 

 

 

111.47

 

 

 

106.37

 

 

 

 

December 31, 2024

 

 

60,052

 

 

$

51.20

 

 

 

 

72.46

 

 

$

66.44

 

 

 

60,052

 

 

Canadian Share Options

 

Total Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices:

 

Number

 

 

Weighted
 Average
 Exercise Price

 

 

Weighted Average
Remaining
Contractual Life
(Years)

 

 

Number

 

 

Weighted
Average
  Exercise Price

 

 $ 87.00

 

 

11,960

 

 

$

87.00

 

 

 

0.15

 

 

 

11,960

 

 

$

87.00

 

 

U.S. Share Options

 

Total Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices (US$):

 

Number

 

 

Weighted
Average
Exercise Price
(US$)

 

 

Weighted Average
Remaining
Contractual Life
(Years)

 

 

Number

 

 

Weighted
Average
  Exercise Price
(US$)

 

 $ 51.20

 

 

8,595

 

 

$

51.20

 

 

 

1.15

 

 

 

8,595

 

 

$

51.20

 

68.80

 

 

48,790

 

 

$

68.80

 

 

 

0.15

 

 

 

48,790

 

 

$

68.80

 

72.46

 

 

2,667

 

 

 

72.46

 

 

 

0.59

 

 

 

2,667

 

 

 

72.46

 

 $ 51.20 – 72.46

 

 

60,052

 

 

$

66.44

 

 

 

0.31

 

 

 

60,052

 

 

$

66.44

 

No options were granted during 2023 and 2024.

(e) Non-Management Directors

Prior to January 1, 2012, Precision had a deferred share unit plan for non-management directors. Under the plan, fully vested deferred share units were granted quarterly based on an election by the non-management director to receive all or a portion of his or her compensation in deferred share units. These deferred share units are redeemable into an equal number of common shares any time after the director’s retirement.

Effective May 16, 2024, Precision instituted a new DSU plan for non-management directors whereby fully vested deferred share units are granted quarterly based upon an election by the non-management director to receive all or a portion of their compensation in deferred share units. The deferred share units are redeemable for an equal number of common shares on the date specified in an eligible director's participation and election agreement, which date may be the grant date, the first, third or fifth anniversary of the grant date. The number of deferred share units granted is based upon the weighted average closing price of Precision shares on the Toronto Stock Exchange (TSX) for the five trading days immediately prior to payout.

A summary of the activity under the non-management director DSU plans is presented below:

Deferred Share Units

 

Outstanding-
2012 Plan

 

 

Outstanding-
2024 Plan

 

December 31, 2022 and 2023

 

 

1,470

 

 

 

 

Granted

 

 

 

 

 

6,777

 

Redeemed

 

 

 

 

 

(4,024

)

December 31, 2024

 

 

1,470

 

 

 

2,753

 

Included in net earnings for the year ended December 31, 2024 were expenses of $0.4 million (2023 – nil).