XML 47 R24.htm IDEA: XBRL DOCUMENT
v3.24.1.u1

Share-based payments | 12 Months Ended
--- | ---
Dec. 31, 2023
Share-based payments |
Share-based payments | 18. Share-based payments a) LTRP On November 6, 2014, the shareholders of the Company and the shareholders of its subsidiary Servicios Corporativos, approved an amendment to the current LTRP for the benefit of certain key employees, based on the recommendations of the Board of Directors of the Company at its meetings held on July 24 and August 29, 2014. For such purposes on November 10, 2014 an irrevocable Administrative Trust was created by Servicios Corporativos and the key employees. The new plan was restructured and named LTIP, which consists of a share purchase plan (equity-settled transaction) and SARs plan (cash settled). On October 18, 2018, the Board of Directors of the Company approved a new long-term retention plan LTRP for certain executives of the Company, through which the beneficiaries of the plan, will receive shares of the Company once the service conditions are met. This plan does not include cash compensations granted through appreciation rights on the Company’s shares. The retention plans granted in previous periods under LTRP will continue in full force and effect until their respective due dates and the cash compensation derived from them will be settled according to the conditions established in each plan. b) LTIP - Share purchase plan (equity-settled) Under the share purchase plan (equity- settled), in November 2014 certain key employees of the Company were granted with a special bonus by an amount of Ps.10,831 (US$797 as of November 11, 2014 based on an exchange rate of Ps.13.58 to US$1), to be used to purchase Company’s shares. The plan consisted in:
(i) | Servicios Corporativos, Controladora and Concesionaria granted a bonus to each key executive;
(ii) | The bonus amount by Ps.7,059 (US$520 as of November 11, 2014 based on an exchange rate of Ps.13.58 to US$1), net of withheld taxes, was transferred on November 11, 2014, as per the written instructions of each key employees, to the Administrative Trust for the acquisition of Series A shares of the Company through an intermediary authorized by the BMV based on the Administration Trust’s Technical Committee instructions;
(iii) | Subject to specified terms and conditions set forth in the Administrative Trust, the acquired shares were in escrow under the Administrative Trust for its administration until the vesting period date for each key executive, date as of which the key executive can fully dispose of the shares and instruct as desired.
(iv) | The share purchase plan provides that if the terms and conditions are not met by the vesting period date, then the shares would be sold in the BMV, and Servicios Corporativos, Controladora or Concesionaria would be entitled to receive the proceeds of the sale of shares.
(v) | The key employees’ account balance will be tracked by the Administrative Trust. The Administrative Trust’s objectives are to acquire Series A shares on behalf of the key employees and to manage the shares granted to such key executive based on instructions set forth by the Technical Committee.
As the Administrative Trust is controlled and therefore consolidated by Controladora, shares purchased in the market and held within the Administrative Trust are presented for accounting purposes as treasury shares in the consolidated statement of changes in equity. In November 2023, 2022 and 2021, the extensions to the LTIP were approved by the Company’s shareholder’s and the Company’s Board of Directors. The total cost of the extensions approved were US$5,708 (US$3,711 net of withheld taxes), US$5,703 (US$3,707 net of withheld taxes) and US$5,086 (US$3,307 net of withheld taxes) in 2023, 2022 and 2021, respectively. Under the terms of the incentive plan, certain key employees of the Company were granted a special bonus that was transferred to the Administrative Trust for the acquisition of Series A shares of the Company. As of December 31, 2023 and 2022, the number of shares into the Administrative Trust associated with the Company’s share purchase payment plans is as follows: ​
​ | ​ | ​ | ​
​ |  | Number of Series A | ​
​ |  | shares | ​
Outstanding as of December 31, 2021 |  | 4,490,421 | ​
Purchased during the year |  | 4,354,473 | ​
Granted during the year |  | — | ​
Exercised/vested during the year |  | (2,161,968) | ​
Forfeited during the year | ​ | (103,712) | ​
Outstanding as of December 31, 2022 |  | 6,579,214 | (1)
Purchased during the year |  | 5,847,018 | ​
Exercised/vested during the year |  | (2,932,479) | ​
Forfeited during the year |  | (330,453) | ​
Outstanding as of December 31, 2023 |  | 9,163,300 | (1)
(1) These shares are presented as treasury shares in the consolidated statement of financial position as of December 31, 2023 and 2022. The vesting period of the shares granted under the Company’s share purchase plans is as follows: ​
​ | ​ | ​
Number of Series A |  | ​
shares |  | Vesting period
3,880,683 |  | November 2024
3,333,601 |  | November 2025
1,949,016 |  | November 2026
9,163,300 |  | ​
​ In accordance with IFRS 2, the share purchase plans are classified as equity-settled transactions on the grant date. This valuation is the result of multiplying the total number of Series A shares deposited in the Administrative Trust and the price per share, plus the balance in cash deposited in the Administrative Trust. For the years ended December 31, 2023, 2022 and 2021, the compensation expense recorded in the consolidated statement of operations amounted to US$6,048, US$5,074 and US$4,410, respectively. During 2023, 2022 and 2021, some key employees left the Company; therefore, the vesting conditions were not fulfilled. In accordance with the terms of the plan, Servicios Corporativos is entitled to receive the proceeds of the sale of such shares, the number of forfeited shares as of December 31, 2023, 2022 and 2021, were 330,453, 103,712 and 551,732, respectively. c) MIP - MIP I In April 2012, the Board of Directors authorized a MIP for the benefit of certain key employees, subject to shareholders’ approval. On December 21, 2012, the shareholders approved the MIP consisting of: (i) the issuance of an aggregate of 25,164,126 Series A and Series B shares, representing 3.0% of the Company’s fully diluted capital stock; (ii) a grant of options to acquire shares of the Company or CPOs having shares as underlying securities for which, as long as certain conditions occur, the employees will have the right to request the delivery of those shares (iii) the creation of an Administrative Trust to deposit such shares in escrow until they are delivered to the officers or returned to the Company in the case that certain conditions do not occur; and (iv) the execution of share sale agreements setting forth the terms and conditions upon which the officers may exercise its shares at Ps.5.31 (five Mexican pesos 31/100) per share. On December 24, 2012, the Administrative Trust was created, and the share sale agreements were executed. On December 27, 2012, the trust borrowed Ps.133,723 (US$10,305 as of December 27, 2012 based on an exchange rate of Ps. 12.97 to US$1) from the Company and immediately after; the trust paid the Company the same amount borrowed as purchase price for the shares. The share sale agreements provide that the officers may pay for the shares at the same price upon the occurrence of either an initial public offering of the Company’s capital stock or a change of control and as long as they remain employees until the options are exercised, with a maximum term of ten years. Upon payment of the shares by the officers to the Management Trust, it must pay such amount back to the Company as repayment of the loan, for which the Company charges no interest. The MIP has been classified as equity-settled, by which, the grant date, fair value is fixed and is not adjusted by subsequent changes in the fair value of capital instruments. Equity-settled transactions are measured at fair value at the date the equity benefits are conditionally granted to employees. The total cost of the MIP determined by the Company was Ps.2,722 (US$213 as of December 24, 2012 based on an exchange rate of Ps.12.77 to US$1) to be recognized from the time it becomes probable the performance condition will be met over the vesting period. Total cost of the MIP related to the vested shares has been fully recognized in the consolidated statements of operations during the vesting years. This cost was determined by using the improved Binomial valuation model from Hull and White, on the date in which the plan had already been approved by the shareholders and a shared understanding of the terms and conditions of the plan was reached with the employees (December 24, 2012, defined as the grant date), with the following assumptions: ​
​ | ​ | ​ | ​
​ |  | 2012 |
Dividend yield (%) |  | 0.00 | %
Volatility (%) |  | 37.00 | %
Risk—free interest rate (%) |  | 5.96 | %
Expected life of share options (years) |  | 8.8 | ​
Exercise share price (in Mexican pesos Ps.) |  | 5.31 | ​
Exercise multiple |  | 1.1 | ​
Fair value of the stock at grant date |  | 1.73 | ​
​ The expected volatility reflects the assumption that the historical volatility of comparable companies is indicative of future trends, which may not necessarily be the actual outcome.Under the methodology followed by the Company, at the grant date and December 31, 2012, the granted shares had no positive intrinsic value. For the year ended December 31, 2021, the key employees exercised 7,653,981 Series A shares. As a result, the key employees paid to the Management Trust Ps.40,668 (US$1,976) corresponding to the exercised shares for the year ended December 31, 2021. Thereafter, the Company has received from the Management Trust the payment related to the exercised shares by the key employees as a repayment of the loan between the Company and the Management Trust. Movements in share options The following table illustrates the number of shares options and fixed exercise prices during the year 2021. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | ​ | ​ |  | Total in
​ | ​ | Number of share | ​ | Exercise price | ​ | thousands of
​ |  | options |  | in Mexican pesos |  | Mexican pesos
Outstanding as of January 1st, 2021 |  | ​ | 7,653,981 |  | Ps. | 5.31 |  | Ps. | 40,668
Granted during the year |  | ​ | — |  | ​ | — |  | ​ | —
Forfeited during the year |  | ​ | — |  | ​ | — |  | ​ | —
Exercised during the year |  | ​ | (7,653,981) |  | ​ | 5.31 |  | ​ | (40,668)
Outstanding as of December 31, 2021 |  | ​ | — | ​ | Ps. | — | ​ | Ps. | —
​ As of December 31, 2021 all the share options were exercised. On August 9, 2022, the Irrevocable Trust number F-307750 with HSBC Mexico S.A., Institución de Banca Múltiple, were terminated through payment of the outstanding amounts. - MIP II On February 19, 2016, the Board of Directors of the Company authorized an extension to the MIP for certain key employees. Such extension was modified on November 6, 2016. Under MIP II, 13,536,960 share appreciation rights of our Series A shares were granted to be settled annually in cash in a period of five years in accordance with the established service conditions. In addition, a five-year extension to the period in which the employees can exercise MIP II once the SARs are vested was approved. Fair value of the SARs is measured at each reporting period using a Black-Scholes option pricing model, taking into consideration the terms and conditions granted to the employees. The amount of the cash payment is determined based on the increase in our share price between the grant date and the settlement date. The carrying amount of the liability relating to the SARs as of December 31, 2023, and 2022 was US$1,433 and US$1,562, respectively. The compensation cost is recognized in the consolidated statement of operations under the caption of salaries and benefits over the service period. During the years ended December 31, 2023, 2022 and 2021, the Company recorded a benefit of US$119, US$4,365 and US$2,984, respectively, in the consolidated statement of operations. During the years ended 2023, 2022 and 2021 were not exercised any SARs. The summary related to expense recognized for the Company’s retention plans during the years 2023, 2022 and 2021 is shown in the following table: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2023 |  | 2022 |  | 2021
Benefit arising from cash-settled share-based payments transactions | ​ | US$ | (119) | ​ | US$ | (4,365) | ​ | US$ | (2,984)
Expense arising from equity-settled share-based payments transactions | ​ |  | 6,048 | ​ |  | 5,074 | ​ |  | 4,410
Total expense arising from share-based payments transactions | ​ | US$ | 5,929 | ​ | US$ | 709 | ​ | US$ | 1,426
​ d) Board of Directors Incentive Plan (BoDIP) Certain members of the Board of Directors of the Company receive additional benefits through a share-based plan, which has been classified as an equity-settled share-based payment and therefore accounted under IFRS 2 “Share based payment”. In April 2018, the Board of Directors of the Company authorized a Board of Directors Incentive Plan “BoDIP”, for the benefit of certain board members. The BoDIP grants options to acquire shares of the Company or CPOs during a five – year period with an exercise share price at Ps.21.14, Ps.33.80 and Ps.32.23 for the years ended 2023, 2022 and 2021, respectively, which was determined on the grant date. Under this plan, no service or performance conditions are required to the board members for exercise the option to acquire shares, and therefore, they have the right to request the delivery of those shares at the time they pay for them. For such purposes on August 29, 2018 the Fideicomiso Irrevocable de Administración número CIB/3081 was created by Controladora Vuela Compañía de Aviación S.A.B de C.V as trustee and CIBanco, S.A., Institucion de Banco Multiple as trustor. The number of shares held as of December 31, 2023, 2022 and 2021 available to be exercised is 4,781,769, 5,945,417 and 4,589,726, respectively and are included in treasury shares. In April 2023, the Company's Annual General Shareholders' Meeting modified the terms of the BoDIP. Starting in 2023, certain members of the Board of Directors receive additional benefits through a stock-based plan administered by the LTIP Trust. These benefits are delivered to the beneficiaries once the established conditions are met. As of December 31, 2023, the trustee held 370,860 shares (treasury shares). The total approved cost was US$640 (US$452 net of withheld taxes).

X
- Definition The entire disclosure for share-based payment arrangements. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 2 -IssueDate 2023-01-01 -Paragraph 44 -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=2&code=ifrs-tx-2023-en-r&anchor=para_44&doctype=Standard -URIDate 2023-03-23 + Details
Name: | ifrs-full_DisclosureOfSharebasedPaymentArrangementsExplanatory
Namespace Prefix: | ifrs-full_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | ifrs-full_DisclosureOfTermsAndConditionsOfSharebasedPaymentArrangementAbstract
Namespace Prefix: | ifrs-full_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration