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Employee Benefits | 12 Months Ended
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Dec. 31, 2023
Disclosure of information about defined benefit plans [abstract] |
Employee Benefits | 21. EMPLOYEE BENEFITS Details of employee benefits for the years ended December 31, 2023, 2022 and 2021 are as follows:
|  | Year ended December 31, |
(In thousand Euros) |  | 2023 |  |  | 2022 |  |  | 2021 |
Wages and salaries |  |  | 49,228 |  |  |  | 43,106 |  |  |  | 20,438 |
Share-based payments |  |  | 13,307 |  |  |  | 32,625 |  |  |  | 2,455 |
Social Security |  |  | 18,701 |  |  |  | 13,083 |  |  |  | 6,773 |
Total |  |  | 81,236 |  |  |  | 88,814 |  |  |  | 29,666 |
The notable rise in personnel expenses in 2022 was primarily the result of the significant growth of the Group, which required the hiring of additional personnel. Furthermore, this increase was also explained by the new share-based payment plan for employees, founders, and management as described below, and the accelerated vesting of the management stock options plan for certain managers. The Group has not entered into any defined contribution or defined benefit plans for which pensions costs are incurred. The majority of employees are working in Spain and are participating in a state pension plan for which the expenses are included in social security. During 2023 the Group has reduced the cost of Employee benefits mainly due to the impact in the valuation of share based payments plans which has been reduced in comparison of previous periods. Details of the personnel expense recognized for share-based payment transactions are as follows:
|  | Year ended December 31, |
(In thousand Euros) |  | 2023 |  |  | 2022 |  |  | 2021 |
Management stock option plan |  |  | 2,915 |  |  |  | 14,377 |  |  |  | 2,382 |
Employee stock option plan |  |  | — |  |  |  | — |  |  |  | 73 |
Founder Stock options plan |  |  | — |  |  |  | 8,195 |  |  |  | — |
RSU Employees |  |  | 11,289 |  |  |  | 6,862 |  |  |  | — |
Performance based earn out in shares and RSU's management Ares |  |  | 647 |  |  |  | 531 |  |  |  | — |
Performance based earn out in shares and RSU's management COIL |  |  | (744 | ) |  |  | 1,769 |  |  |  | — |
RSU Management |  |  | 1,508 |  |  |  | 3,103 |  |  |  | — |
ESPP |  |  | 265 |  |  |  |  |  |  |
Capitalization of share-based payment transactions in intangible assets |  |  | (2,573 | ) |  |  | (2,212 | ) |  |  | — |
Total |  |  | 13,307 |  |  |  | 32,625 |  |  |  | 2,455 |
Management Stock Option Plan At a meeting held on July 25, 2018, the shareholders voted to implement a share-based plan (the “Management stock option plan” or “MSOP”) link with Wallbox Chargers and to provide a more direct incentive structure. This arrangement was an equity-settled plan. Consequently, the Group recognizes a personnel expense against an increase in equity based on the fair value of the options at grant date, i.e., the day on which the Management Stock Option Plan contract is signed by the Company and the member of management. Each of the tranches had vesting conditions linked to the employment of the beneficiaries and to their performance. In accordance with the terms and conditions of the Transaction, these options will be available to be executed in exchange for Wallbox NV shares, Euros 0.12 par value (previously Euros 0.50 par value) in a period of 10 years from the Closing date, and each outstanding option was converted into 240.990795184659 options based on the “Exchange Ratio”. The Management Stock Option Plan grants management stock options to purchase Class A Shares at a per share exercise price equal to Euro 0.0021. The Company records this share-based payments plan based on the estimated fair value of the award at the grant date and is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award was based on the closest financial round of share capital issued for the firsts grants and the latest ones are based on the estimated market price of the Parent’s stock on the date of the grant, in practice the share price of Wallbox NV at the grant date is used during this reporting period. Employee Stock Option Plan During the COVID-19 pandemic, shareholders agreed to offer all employees of Wallbox Chargers, S.L.U. (the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a share-based payment plan (the “Employees Stock Options Plan” or “ESOP”) to receive stock options (the “Options”) to purchase a certain number of ordinary shares (the “Shares”) of Wallbox Chargers. Participation in this Plan was voluntary, and it was created as a cash saving measure, as it was offered in exchange for a reduction in the salaries of the Beneficiaries, which has resulted in strategic cash maintenance during the uncertain period caused by the COVID-19 pandemic. The exercise price of the options is Euros 0.50. Furthermore, because of these savings, the Company has been able to continue with its strategic plans and continues to hire the best professionals from the industry to exit the COVID-19 period with a strong position relative to its competitors. This arrangement was an equity-settled plan. Consequently, the Group recognized a personnel expense against an increase in equity based on the fair value of the options at grant date, which in this case was May 1, 2020. The Employee Stock Option Plan vesting period finished at the end of 2020 and all of the options granted were available for execution when one of the liquidity events defined in this Plan took place. In accordance with the terms and conditions of the Transaction, these options will be available for execution in exchange for Wallbox NV shares, Euros 0.12 par value (previously Euros 0.50 par value), in a period of 10 years from the Closing date, and each outstanding option was converted into 240.990795184659 options based on the “Exchange Ratio”. During January 2021, there was an agreement with some employees to settle their options held in exchange for cash (1,254 options were settled at fair value on the settlement date). Additionally, it was agreed with the same employees to pay an additional benefit of Euros 73 thousand for the sale of the options. As a consequence, the Group has recognized this effect as a reduction of Euros 239 thousand in equity, and recognized personnel expenses of Euros 73 thousand, for a total cash payment of Euros 313 thousand. The Company recorded this share-based payments plan based on the estimated fair value of the award at the grant date and recognizes an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award was based on the closest financial round of share capital issued for the firsts grants and the latest ones are based on the estimated market price of the Parent’s stock on the date of the grant, in practice the share price of Wallbox NV at the grant date is used during this reporting period. Founders Stock Option Plan At a meeting held on June 30, 2021, the shareholders of Wallbox Chargers, S.L.U. agreed to implement a share-based payment plan (Legacy Stock Option Program) to strengthen the bond with the founders of Wallbox and in order to align the interests of the founders with the creation of additional value for the Company. This would be accomplished via Options with a strike price at a valuation equal to or higher than current market value and by allowing the founders to benefit from more liquid Options which are fully vested and transferable from their date of concession. In accordance with the terms and conditions of the Plan, these options will be available to be executed in exchange for Wallbox NV shares, Euros 0.12 par value (previously Euros 0.50 par value), and the exercise price of the options will be equivalent to Euros 1.93 per share after applying the “Exchange Ratio” of 240.990795184659 (previously Euros 466.24 per share). The maximum number of Shares that shall underlie all of the Options included in this plan shall be, at the Effective Date, the equivalent of 4,289 shares of Wallbox Chargers, S.L.U. (1,033,610 Class A shares of Wallbox NV after applying the Exchange Ratio). Options under this plan shall be granted on Class B ordinary shares of the Company. The Board of Directors of the Company shall deliver a personal notice to each Beneficiary, with an invitation to participate in the Plan, which shall contain, among others, the number of Options granted to each Beneficiary; and, where appropriate, the individual conditions governing the participation of the Beneficiary in the Plan. For the purposes of this Plan, the date of concession shall be that date indicated in the Invitation Notice. These invitations were sent in 2022, so the Group recognized the expense accordingly to the valuation of these options in 2022 as they vested following their grant. The Group valued each option at USD 8.66. To determine the fair value at grant date of these options the Group used American option chain, where each option has a maturity of 5 years. Each beneficiary must comply with the following conditions in order to exercise the options: i. A lock-up period of three years, during which time they will be able to exercise the options proportionally on a monthly basis; however this lock up period has been cancelled in December 2023. ii. The Company has not initiated a Temporary Suspension of exercise; and iii. Any other specific conditions included in the Beneficiary’s Invitation Notice have been fulfilled. RSU for Employees At a meeting held on April 6, 2022, the compensation committee approved the implementation of an Incentive Award Plan pursuant to which Awards of Restricted Stock Units (“RSU“) were granted to employees. Each RSU granted represents a right to receive one listed share of Wallbox NV at the end of each vesting period, subject to the grantee’s continued service through the applicable vesting date. The RSUs vest according to the below schedule, subject to the grantee’s continued service through each applicable vesting date: i. 33% will vest on the 1st anniversary date as from the date of grant, ii. 33% will vest on the 2nd anniversary date as from the date of grant. iii. 34% will vest on the 3rd anniversary date as from the date of grant. In addition, the Company granted RSUs to the employees of the subsidiaries acquired in the second half of 2022. These RSUs are subject to certain performance-based vesting conditions, which have been considered 100% covered when valuing these RSUs. The Company records this share-based payments plan based on the estimated fair value of the award at the grant date and recognized an expense in the consolidated statements of profit or loss over the requisite service period. Considering that there is no exercise price applicable, the estimated fair value of the award is based on the listed share price of Wallbox, NV on the date of grant. RSUs for Management At a meeting held on April 6, 2022, the compensation committee approved to grant an Incentive Award Plan pursuant to which awards of RSUs were granted to management. Each RSU granted represents a right to receive one listed share of Wallbox N.V. at the end of each vesting period, subject to continued service. The RSUs are subject to service-based and performance-based vesting conditions and vest as follows: i. Serviced-based Condition: one third of the RSUs are subject to the service -based condition and will vest as follows: - 50% of this 33% will vest on the 1 st anniversary date as from the date of grant, - 50% of this 33% will vest on the 2 nd anniversary date as from the date of grant. ii. Performance-based Condition: two-thirds of the RSUs are subject to the performance-based condition and will vest as follows: - Period 1: 50% will vest: • If between April 8, 2025 and April 8, 2029 (both dates included), at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $25 per share for any 20 trading days within any 30 trading days period. • Accelerator event: If the Company announces results for Fourth Quarter and Full Year 2024 reporting (i) revenue of at least Euro 1 billion , (ii) the Company’s auditor confirms that the cash flows corresponding to 2024 is positive, and (iii) if from December 1, 2024, at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $25 per share for any 20 trading days within any 30 trading days period. - Period 2: 50% will vest: • If between April 8, 2027 and April 8, 2029 (both dates included), at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $30 per share for any 20 trading days within any 30 trading days period. Also on November 11, 2022 the Compensation committee has approved granting new RSUs to certain management personnel of the group. These RSUs will vest according only to performance conditions which are aligned with the performance conditions disclosed above. The Group has valued each RSU, under such plan as follows: Service-based Condition: This fair value has been determined by discounting the forward price of Wallbox NV stock at each vesting date. The price in this tranche has been based on the spot price at grant date. Performance-based Condition: This fair value has been based on Wallbox’s price developments according to the Black-Scholes model. Prices for each averaging window are obtained via Monte Carlo simulation. For Performance based earn out in shares and RSU's management of Ares and COIL see note 6. In addition, during 2023, the Company has granted new RSUs to members of the Board of Directors. These RSUs have fully vested in 2023. ESPP In January 2023, the Group launched an offering period under the Amended and Restated 2021 Employee Stock Purchase Plan (“ESPP”) for a length of one year, with the purpose of increasing employee engagement and motivation. The offering has been designed in accordance with the share-based payments plan approved by the Company upon listing in October 2021. The Employee Stock Purchase Plan consists of an offer to buy a maximum of 20,000 shares by each of the Company’s employees who participates in the ESPP with a discount of up to 15%, with a limit of 1% to 10% of annual salary per year. Movements during the year The following table illustrates the movements in stock options at December 31, excluding earn out payments in shares for the business combinations in 2022 (see note 6):
Number of warrants |  | ESOP |  |  | MSOP |  |  | Founders |  |  | RSU Employees |  |  | RSU Management |  |  | RSU Coil & Ares |  |  | Total |
At December 31, 2022 |  |  | 1,285,619 |  |  |  | 6,238,316 |  |  |  | 1,033,609 |  |  |  | 2,027,765 |  |  |  | 2,000,000 |  |  |  | 496,019 |  |  |  | 13,081,328 |
Granted |  |  | — |  |  |  | 38,610 |  |  |  | — |  |  |  | 2,425,280 |  |  |  | — |  |  |  | — |  |  |  | 2,463,890 |
Exercised |  |  | (375,237 | ) |  |  | (3,271,405 | ) |  |  | (20,000 | ) |  |  | (944,298 | ) |  |  | (249,999 | ) |  |  | (145,404 | ) |  |  | (5,006,343 | )
Cancelled |  |  | — |  |  |  | (1,654 | ) |  |  | — |  |  |  | (523,945 | ) |  |  | (291,667 | ) |  |  | — |  |  |  | (817,266 | )
At December 31, 2023 |  |  | 910,382 |  |  |  | 3,003,867 |  |  |  | 1,013,609 |  |  |  | 2,984,802 |  |  |  | 1,458,334 |  |  |  | 350,615 |  |  |  | 9,721,609 |
Number of warrants |  | ESOP |  |  | MSOP |  |  | Founders |  |  | RSU Employees |  |  | RSU Management |  |  | RSU Coil & Ares |  |  | Total |
At December 31, 2021 |  |  | 1,584,192 |  |  |  | 7,253,823 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8,838,015 |
Granted |  |  | — |  |  |  | 33,000 |  |  |  | 1,033,609 |  |  |  | 2,198,289 |  |  |  | 2,000,000 |  |  |  | 496,019 |  |  |  | 5,760,917 |
Exercised |  |  | (298,573 | ) |  |  | (927,410 | ) |  |  | — |  |  |  | (12,800 | ) |  |  | — |  |  |  | — |  |  |  | (1,238,783 | )
Cancelled |  |  | — |  |  |  | (121,097 | ) |  |  | — |  |  |  | (157,724 | ) |  |  | — |  |  |  | — |  |  |  | (278,821 | )
At December 31, 2022 |  |  | 1,285,619 |  |  |  | 6,238,316 |  |  |  | 1,033,609 |  |  |  | 2,027,765 |  |  |  | 2,000,000 |  |  |  | 496,019 |  |  |  | 13,081,328 |
Number of warrants |  | ESOP |  |  | MSOP |
At December 31, 2020 |  |  | 1,999,660 |  |  |  | 3,052,471 |
Granted |  |  | — |  |  |  | 4,201,352 |
Exercised |  |  | — |  |  |  | — |
Cancelled |  |  | (415,468 | ) |  |  | — |
At December 31, 2021 |  |  | 1,584,192 |  |  |  | 7,253,823 |
The number of exercisable options at December, 31:
Number of exercisable options |  | 2023 |  |  | 2022 |  |  | 2021 |
ESOP |  |  | 910,382 |  |  |  | 1,285,619 |  |  |  | 1,584,192 |
MSOP |  |  | 2,729,650 |  |  |  | 4,873,644 |  |  |  | 3,463,263 |
Founders |  |  | 1,013,609 |  |  |  | 258,402 |  |  |  | — |
RSU |  |  | — |  |  |  | — |  |  |  | — |
Total |  |  | 4,653,641 |  |  |  | 6,417,665 |  |  |  | 5,047,455 |
The ESOPs and MSOP’s weren’t exercisable until an “Exit event” occurred. As the company was listed as from October 2021, the vested options became exercisable. As a listing on a stock market qualifies as an “Exit event”. The weighted average fair value and exercise price for each plan is calculated as follows, excluding earn out payments in shares for the business combinations in 2022 (see note 6):
|  | Units |  |  | Exercise price |  |  | Average fair value |  |  | Remaining
|  | 2023 |  |  | 2022 |  |  | 2021 |  |  | 2023 |  |  | 2022 |  |  | 2021 |  |  | 2023 |  |  | 2022 |  |  | 2021 |  |  | contractual life
Management stock option plan |  |  | 3,003,867 |  |  |  | 6,238,316 |  |  |  | 7,253,823 |  |  |  | 0.0021 |  |  |  | 0.0021 |  |  |  | 0.0021 |  |  |  | 2.91 |  |  |  | 3.10 |  |  |  | 0.57 |  |  | 2024
Employee stock option plan |  |  | 910,382 |  |  |  | 1,285,619 |  |  |  | 1,584,192 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 0.88 |  |  |  | 0.85 |  |  |  | 0.85 |  |  | All options are vested
Founder Stock options plan |  |  | 1,013,609 |  |  |  | 1,033,609 |  |  |  | — |  |  |  | 1.93 |  |  |  | 1.93 |  |  |  | — |  |  |  | 7.93 |  |  |  | 7.93 |  |  |  | — |  |  | All options are vested
RSU Employees |  |  | 2,984,802 |  |  |  | 2,027,765 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1.55 |  |  |  | 9.32 |  |  |  | — |  |  | All options are vested
RSU Coil & Ares |  |  | 350,615 |  |  |  | 496,019 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 9.43 |  |  |  | 9.43 |  |  |  | — |  |  | 2024
RSU Management |  |  | 1,458,334 |  |  |  | 2,000,000 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2.81 |  |  |  | 2.81 |  |  |  | — |  |  | 2024-2029
|  |  | 9,721,609 |  |  |  | 13,081,328 |  |  |  | 8,838,015 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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