v3.22.4
Share-based compensation
12 Months Ended
Dec. 31, 2022
Disclosure of terms and conditions of share-based payment arrangement [abstract]  
Share-based compensation Share-based compensation
(a)Restricted share unit plan
Restricted share units
We have various restricted share unit award types, including equity-accounted restricted share units (RSUs) and performance restricted share units (PSUs), and liability-accounted restricted share units (Phantom RSUs) and performance restricted share units (Phantom PSUs). All restricted share units are nominally equal in value to one TELUS International subordinate voting share, and liability-accounted restricted share units are settled in cash. All restricted share units granted for the years ended December 31, 2022 and 2021 were equity-accounted RSUs, whereas all restricted share units granted prior to December 31, 2020 were liability-accounted Phantom RSUs or Phantom PSUs. The following table presents a summary of the activity related to our restricted share units:
US$ denominated
Number of unitsWeighted average grant-date
fair value
Non-vestedVested
Outstanding, January 1, 20202,101,733 — $6.70 
Granted357,966 — 11.11 
Vested(982,395)982,395 6.51 
Exercised — (982,395)6.51 
Forfeited(93,662)— 7.12 
Outstanding, December 31, 20201,383,642 — 7.94 
Granted1,383,983 — 27.26 
Vested(805,429)805,429 7.29 
Exercised(1)
— (805,429)7.29 
Forfeited(111,389)— 20.16 
Outstanding, December 31, 20211,850,807  21.94 
Granted821,223 59,512 26.41 
Vested(798,373)798,373 16.63 
Exercised(1)
 (857,885)17.52 
Forfeited(267,836) 19.85 
Outstanding, December 31, 20221,605,821  $27.10 
______________________________________________
(1)During the year ended December 31, 2022, 360,044 RSUs and PSUs (2021 - 32,244 RSUs) were exercised and settled with subordinate voting shares issued from treasury, and 497,841 Phantom RSUs and Phantom PSUs (2021 - 773,185 Phantom RSUs and Phantom PSUs) were exercised and cash-settled for $11 million (2021 - $26 million) based on a weighted average share price on the dates of exercises of $22.01 (2021 - $33.24).
During the year ended December 31, 2022, RSUs granted were equity-settled awards and generally vest in four equal annual instalments. PSUs granted vest in three years and are subject to TELUS International revenue and earnings per share performance growth targets. These RSUs and PSUs are eligible for dividend reinvestment units, if declared and paid by TELUS International, as such the fair value was determined to be equal to the market price of a subordinate voting share of TELUS International on the date of grant.
As at December 31, 2022, the outstanding restricted share units were comprised of 1,218,796 RSUs, 387,025 PSUs, and nil Phantom RSUs and PSUs (2021 - 1,083,542 RSUs, 192,064 PSUs, 285,386 Phantom RSUs and 289,815 Phantom PSUs). The share-based compensation liability as at December 31, 2022 for liability-accounted awards was $nil (2021 - $22 million).
Phantom TELUS Corporation restricted share units (Phantom TELUS Corporation RSU)
Each Phantom TELUS Corporation RSU is nominally equal in value to one TELUS Corporation common share and is nominally entitled to the dividends that would arise thereon if it were an issued and outstanding TELUS Corporation common share. The notional dividends are recorded as additional issuances of restricted share units during the vesting period of the restricted share unit. Due to the notional dividend mechanism, the grant-date fair value of restricted share units equals the fair market value of the corresponding TELUS Corporation common shares at the grant date. The restricted share units generally become payable when vesting is completed and typically vest over a period of 30 months (the requisite service period). These restricted share units generally have a variable payout (0%-150%) depending upon our financial performance and non-market quality-of-service performance conditions. The grant-date fair value of our restricted share units affected by the financial performance and non-market quality-of-service performance conditions equals the fair market value of the corresponding TELUS Corporation common shares at the grant date. The Phantom TELUS Corporation RSUs are historic grants made to certain employees, and no new awards are expected to be made.
202220212020
Phantom TELUS
Corporation restricted
share units
Phantom TELUS
Corporation restricted
share units
Phantom TELUS
Corporation restricted
share units
Years Ended December 31 Canadian $ denominatedNon-vestedVestedWeighted
average
grant-date
fair value
Non-vestedVestedWeighted
average
grant-date
fair value
Non-vestedVestedWeighted
average
grant-date
fair value
Outstanding, beginning of year78,011  $24.20 156,749 — $24.17 253,622 — $23.78 
Granted   24,757 — 27.58 13,217 — 24.97 
Vested(59,549)59,549 24.13 (85,154)85,154 23.96 (113,737)113,737 25.49 
Exercised(1)
 (59,549)24.13 — (86,745)25.22 — (113,737)25.49 
Dividends1,568  30.85 5,023 1,591 27.43 10,156 — 15.42 
Forfeited(20,030) 24.92 (23,364)— 24.72 (6,509)— 23.59 
Outstanding, end of year  $ 78,011 — $24.20 156,749 — $24.17 
_________________________________________________
(1)During the year ended December 31, 2022, Phantom TELUS Corporation RSUs exercised were cash-settled for CAD$2 million (2021 - CAD$2 million), reflecting the share price on the date of exercise of CAD$28.67 (2021 - CAD$27.58).
(b)Share option awards
We have equity-accounted share option awards (Share Options), and liability-accounted share option awards (Phantom Share Options). Share Options grant the right to the employee recipient to purchase and receive a subordinate voting share of TELUS International for a pre-determined exercise price. Phantom Share Options grant the right to the employee recipient to receive cash equal to the intrinsic value of the share option award, determined as the difference between the market price of a subordinate voting share of TELUS International and the exercise price. Share option awards are generally exercisable for a period of ten years from the time of grant. Beginning January 1, 2021, share option awards granted were equity-accounted.
During the year ended December 31, 2022, Share Options granted generally vested annually over a four-year period, in four equal instalments (graded-vesting method), and expire in ten-years. Share Options granted prior to December 31, 2020 generally vested after the requisite service period of three-years was completed (cliff-vesting method), however were not exercisable prior to the completion of an initial public offering, which occurred on February 3, 2021. All Share Options are valued using the Black-Scholes valuation model on the date of grant, and is not revalued subsequently unless a modification has occurred.
Phantom Share Options generally vest over 30 months and are liability-accounted, which requires a periodic mark-to-market adjustment to revalue the liability to reflect the fair value of the awards. Fair value of the awards is determined using the Black-Scholes valuation model, adjusted for the number of awards that have vested to date and the expected variable payout (0%-100%) depending upon our financial performance and non-market quality-of-service performance conditions. No Phantom Share Options were granted during the year ended December 31, 2022.
In using the Black-Scholes valuation model, the following inputs are used: risk-free interest rate is based on a Government of Canada yield curve that is current at the time of grant; expected lives of the share option awards are based on management’s best estimate of the time to option expiration based on historical trends and other factors; expected volatility considers the historical volatility in the observable prices of our own and our comparable peers; dividend yield is the expected dividend yield for a subordinate voting share of TELUS International.
The following table presents a summary of the activity related to our share option awards.
US $ denominatedCanadian $ denominated
Number of share
option units
Number of share
option units
Non-vestedVestedWeighted
average
exercise
price
Non-vestedVestedWeighted
average
exercise
price
Outstanding, January 1, 20204,476,658 — $6.91 — 242,244 $4.75 
Vested(3,822,025)3,822,025 6.21 — — — 
Exercised— (554,602)6.21 — — — 
Outstanding, December 31, 2020654,633 3,267,423 6.94 — 242,244 4.75 
Granted579,949 — 25.00 — — — 
Vested(150,397)150,397 5.78 — — — 
Exercised(1)
— (1,321,238)5.74 — (242,244)4.75 
Outstanding, December 31, 20211,084,185 2,096,582 10.74    
Vested(293,860)293,860 8.46    
Exercised(1)
 (293,860)8.46    
Forfeited(209,610) $6.59   $ 
Outstanding, December 31, 2022(2)
580,715 2,096,582 $11.31   $ 
Exercisable, December 31, 2022 2,096,582 $7.45   $ 
_________________________________________________
(1)During the year ended December 31, 2022, 159,354 Share Options (2021 - 715,884 Share Options) were exercised and settled for 65,859 shares (2021 - 382,367 shares) issued from treasury, net of withholding taxes paid, and 134,506 Phantom Share Options (2021 - 847,598 Phantom Share Options) were exercised and cash-settled for $2 million (2021 - $22 million, $5 million of which was accrued and paid in January 2022), reflecting the intrinsic value at the date of settlement and a weighted average share price on the dates of exercises of $23.75 (2021 - $31.23).
(2)For options outstanding at the end of the period, the exercise prices ranged from $4.87 to $8.95 for 2,223,121 options (2021 - $4.87 to $8.95 for 2,600,818 options) with a weighted-average remaining contractual life of 4.2 years (2021 - 5.6 years), and $25.00 for 454,176 options (2021 - $25 for 579,949 options) with a weighted-average remaining expected life of 8.2 years (2021 - 9.2 years).
There were no Share Options granted during the year ended December 31, 2022. The weighted average fair value of Share Options granted during the year ended December 31, 2021, and the weighted average assumptions used in the fair value estimation at the time of grant, calculated by using the Black-Scholes model, are as follows:
Year Ended December 312021
Share option award fair value (per share option)$5.34
Risk free interest rate0.73%
Expected lives (years)6.5
Expected volatility19.30%
Dividend yield