Restricted Stock Unit (RSU) Plan
The RSU Plan is for certain officers and other designated persons
of the Bank and its subsidiaries. The objective of this plan is to
ensure that the
compensation of certain officers and other designated persons
is competitive and to foster retention. An RSU represents
a right that has a value equal
to the average closing price of the Bank’s common share,
as published by the Toronto Stock Exchange, over the ten trading
days preceding the sixth
business day in December.
RSUs generally vest evenly over three years, although some
RSUs vest on the sixth business day of December of the third
year following the award date, i.e., the date on which all RSUs
expire. Additional RSUs are credited to the accounts of participants
in an amount equal
to the dividends declared on the Bank’s common shares and
vest over the same period as the reference RSUs. The RSU
Plan contains provisions for
retiring employees whereby participants may continue vesting units
in accordance with the stated terms of the award agreement.
During the year ended October 31, 2023, the Bank awarded
2,058,936 RSUs at a weighted average price of $96.42 (1,895,489
RSUs at a weighted
average price of $99.59 for the year ended October 31, 2022). As
at October 31, 2023, a total of 4,382,431 RSUs were outstanding
(4,203,383 RSUs as at
October 31, 2022). For the year ended October 31, 2023, a $173 million
compensation expense related to this plan was recognized in the
Consolidated
Statement of Income ($172 million for the year ended October 31,
2022).
Performance Stock Unit (PSU) Plan
The PSU Plan is for officers and other designated persons
of the Bank.
The objective of this plan is to tie a portion of the value of the compensation
of
these officers and other designated persons to the future
value of the Bank’s common shares. A PSU represents a right
that has
a value equal to the
average closing price of the Bank’s common share, as published by
the Toronto Stock Exchange, over the ten trading days preceding the
sixth
business day in December,
adjusted upward or downward according to performance criteria,
which is based on the Bank’s total shareholder return
(TSR) growth index over three years compared to the average TSR
growth index of the comparator group composed
of Canadian banks over three
years. PSUs vest on the sixth business day of December of the third
year following the award date, i.e.,
the date on which all PSUs expire. Additional
PSUs are credited to the accounts of participants in an amount
equal to the dividends declared on the Bank’s common shares
and vest over the same
period as the reference PSUs. The PSU Plan contains provisions
for retiring employees whereby participants may continue
vesting units in accordance
with the stated terms of the award agreement.
During the year ended October 31, 2023, the Bank awarded
234,706 PSUs at a weighted average price of $96.42 (238,082
PSUs at a weighted average
price of $99.59 for the year ended October 31, 2022). As at October
31, 2023, a total of 745,764 PSUs were outstanding (739,359
PSUs as at October 31,
2022). For the year ended October 31, 2023, a $27 million compensation
expense related to this plan was recognized in the Consolidated
Statement of
Income ($30 million for the year ended October 31, 2022).
Deferred Compensation Plan
This plan is exclusively for key employees of the Wealth Management
segment. The purpose of this plan is to foster the retention of key
employees and
promote revenue growth and continuous profitability improvement
within the Wealth Management segment. Under this plan, participants can
defer a
portion of their annual compensation, and the Bank may pay
a contribution to key employees when certain financial objectives
are met. Amounts
awarded by the Bank and the compensation deferred by participants
are invested in, among other items, Bank common share units. These
share units
represent a right that has a value equal to the closing price of the Bank’s
common share on the Toronto Stock Exchange on the award date.
Additional
units are credited to the accounts of participants in an amount
equal to the dividends declared on the Bank’s common
shares. Share units representing
the amounts awarded by the Bank vest evenly over four years.
When a participant retires, or in certain cases when the participant’s
employment
ceases, the participant receives a cash amount representing the
value of the vested share units.
During the year ended October 31, 2023, the Bank awarded 161,713
share units at a weighted average price of $94.90 (129,464 share
units at a weighted
average price of $94.87 for the year ended October 31, 2022). As
at October 31, 2023, a total of 2,229,248 share units were outstanding
(2,036,524 share
units as at October 31, 2022). For the year ended October 31, 2023,
a $3 million compensation expense related to this plan was
recognized in the
Consolidated Statement of Income (a $19 million reversal of
the compensation expense for the year ended October 31, 2022).
Employee Share Ownership Plan
Under the Bank’s Employee Share Ownership Plan, employees
who meet the eligibility criteria can contribute up to 8%
of their annual gross salary by
way of payroll deductions. The Bank matches 25% of the employee
contribution up to a maximum of $1,500 per annum. Bank
contributions vest to the
employee after one year of uninterrupted participation in the
plan. Subsequent contributions vest immediately. The Bank’s contributions,
amounting to
$16 million for the year ended October 31, 2023 ($15 million for the year
ended October 31, 2022), were recognized when paid in the
Compensation and
employee benefits
item of the Consolidated Statement of Income. As
at October 31, 2023, a total of 6,392,648 common shares were held
for this plan
(6,304,689 common shares as at October 31, 2022).
Plan shares are purchased on the open market and are considered
to be outstanding for earnings per share calculations. Dividends paid
on the Bank’s
common shares held for the Employee Share Ownership Plan
are used to purchase other common shares on the open market.
Plan Liabilities and Intrinsic Value
Total liabilities arising from the Bank’s share-based compensation
plans amounted to $686 million as at October 31, 2023 ($716 million
as at
October 31, 2022). The intrinsic value of these liabilities that had
vested as at October 31, 2023 was $345 million ($359 million as at
October 31, 2022).