Share-Based Compensation | Share-Based Compensation As of September 30, 2020, we have two shareholder-approved equity incentive plans: the United Therapeutics Corporation Amended and Restated Equity Incentive Plan (the 1999 Plan) and the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (as amended to date, the 2015 Plan). The 2015 Plan provides for the issuance of up to 10,000,000 shares of our common stock pursuant to awards granted under the 2015 Plan, which includes the 500,000 shares added pursuant to an amendment and restatement of the 2015 Plan approved by our shareholders in June 2020. No further awards will be granted under the 1999 Plan. We also have one equity incentive plan, the United Therapeutics Corporation 2019 Inducement Stock Incentive Plan (the 2019 Inducement Plan), that has not been approved by our shareholders, as permitted by the Nasdaq Stock Market rules. The 2019 Inducement Plan was approved by our Board of Directors in February 2019 and provides for the issuance of up to 99,000 shares of our common stock under awards granted to newly-hired employees. Currently, we grant equity-based awards to employees and members of our Board of Directors in the form of stock options and restricted stock units under the 2015 Plan, and we grant restricted stock units to newly-hired employees under the 2019 Inducement Plan. Refer to the sections entitled Stock Options and Restricted Stock Units below. We previously issued awards under the United Therapeutics Corporation Share Tracking Awards Plan (2008 STAP) and the United Therapeutics Corporation 2011 Share Tracking Awards Plan (2011 STAP). We refer to the 2008 STAP and the 2011 STAP collectively as the “STAP” and awards outstanding under either of these plans as “STAP awards.” Refer to the section entitled Share Tracking Awards Plans below. We discontinued the issuance of STAP awards in June 2015. In 2012, our shareholders approved the United Therapeutics Corporation Employee Stock Purchase Plan (ESPP), which is structured to comply with Section 423 of the Internal Revenue Code. Refer to the section entitled Employee Stock Purchase Plan below. The following table reflects the components of share-based compensation (benefit) expense recognized in our consolidated statements of operations (in millions): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Stock options $ 9.2 $ 18.4 $ 34.8 $ 52.2 Restricted stock units 5.5 3.8 15.0 9.8 STAP awards (27.5) 1.4 19.3 (47.0) Employee stock purchase plan 0.3 0.3 1.0 0.9 Total share-based compensation (benefit) expense before tax $ (12.5) $ 23.9 $ 70.1 $ 15.9 Stock Options We estimate the fair value of stock options using the Black-Scholes-Merton valuation model, which requires us to make certain assumptions that can materially impact the estimation of fair value and related compensation expense. The assumptions used to estimate fair value include the price of our common stock, the expected volatility of our common stock, the risk-free interest rate, the expected term of stock option awards, and the expected dividend yield. The following weighted average assumptions were used in estimating the fair value of stock options granted to employees during the nine months ended September 30, 2020 and September 30, 2019: September 30, September 30, Expected term of awards (in years) 5.6 5.8 Expected volatility 33.4 % 33.8 % Risk-free interest rate 0.5 % 2.4 % Expected dividend yield — % — % A summary of the activity and status of stock options under our equity incentive plans during the nine-month period ended September 30, 2020 is presented below: Number of Weighted Weighted Aggregate Outstanding at January 1, 2020 8,088,680 $ 123.34 Granted 78,559 109.32 Exercised (401,383) 64.36 Forfeited/canceled (12,823) 137.26 Outstanding at September 30, 2020 7,753,033 $ 126.23 5.8 $ 4.5 Exercisable at September 30, 2020 4,929,642 $ 128.15 5.3 $ 4.3 Unvested at September 30, 2020 2,823,391 $ 122.88 6.8 $ 0.2 The weighted average fair value of a stock option granted during each of the nine-month periods ended September 30, 2020 and September 30, 2019, was $34.56 and $39.63, respectively. These stock options have an aggregate grant date fair value of $2.7 million and $82.5 million, respectively. The total grant date fair value of stock options that vested during the nine-month periods ended September 30, 2020 and September 30, 2019 was $73.3 million and $36.4 million, respectively. Total share-based compensation expense related to stock options is recorded as follows (in millions): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Cost of product sales $ — $ 0.3 $ 0.3 $ 0.7 Research and development 0.5 0.9 1.8 2.7 Selling, general, and administrative 8.7 17.2 32.7 48.8 Share-based compensation expense before taxes 9.2 18.4 34.8 52.2 Related income tax benefit (0.4) (4.2) (2.7) (11.8) Share-based compensation expense, net of taxes $ 8.8 $ 14.2 $ 32.1 $ 40.4 As of September 30, 2020, unrecognized compensation cost related to stock options was $57.8 million. Unvested outstanding stock options as of September 30, 2020 had a weighted average remaining vesting period of 2.2 years. Stock option exercise data is summarized below (dollars in millions): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Number of options exercised 54,834 — 401,383 191,508 Cash received $ 3.5 $ — $ 25.9 $ 9.9 Total intrinsic value of options exercised $ 3.1 $ — $ 21.8 $ 11.5 Restricted Stock Units Each restricted stock unit entitles the recipient to one share of our common stock upon vesting. We measure the fair value of restricted stock units using the stock price on the date of grant. Share-based compensation expense for the restricted stock units is recorded ratably over their vesting period. A summary of the activity with respect to, and status of, restricted stock units during the nine-month period ended September 30, 2020 is presented below: Number of Weighted Weighted Aggregate Unvested at January 1, 2020 310,725 $ 112.24 Granted 283,059 94.41 Vested (130,535) 108.51 Forfeited/canceled (16,708) 103.93 Unvested at September 30, 2020 446,541 $ 102.34 9.0 $ 45.1 Total share-based compensation expense related to restricted stock units is recorded as follows (in millions): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Cost of product sales $ 0.3 $ 0.3 $ 1.0 $ 0.8 Research and development 1.9 1.3 5.4 3.2 Selling, general, and administrative 3.3 2.2 8.6 5.8 Share-based compensation expense before taxes 5.5 3.8 15.0 9.8 Related income tax benefit (1.3) (0.8) (3.5) (2.2) Share-based compensation expense, net of taxes $ 4.2 $ 3.0 $ 11.5 $ 7.6 As of September 30, 2020, unrecognized compensation cost related to the grant of restricted stock units was $34.1 million. Unvested outstanding restricted stock units as of September 30, 2020 had a weighted average remaining vesting period of 1.9 years. Share Tracking Awards Plans STAP awards convey the right to receive in cash an amount equal to the appreciation of our common stock, which is measured as the increase in the closing price of our common stock between the dates of grant and exercise. STAP awards expire on the tenth anniversary of the grant date. We discontinued the issuance of STAP awards in June 2015 and all outstanding STAP awards have been fully vested since June 2019. The aggregate STAP liability balance was $32.2 million and $25.0 million at September 30, 2020 and December 31, 2019, respectively, all of which was classified as a current liability on our consolidated balance sheets. Estimating the fair value of STAP awards requires the use of certain inputs that can materially impact the determination of fair value and the amount of compensation expense (benefit) we recognize. Inputs used in estimating fair value include the price of our common stock, the expected volatility of the price of our common stock, the risk-free interest rate, the expected term of STAP awards, and the expected dividend yield. The fair value of the STAP awards is measured at the end of each financial reporting period because the awards are settled in cash. The table below includes the weighted average assumptions used to measure the fair value of the outstanding STAP awards: September 30, September 30, Expected term of awards (in years) 1.8 2.1 Expected volatility 32.8 % 29.3 % Risk-free interest rate 0.1 % 1.6 % Expected dividend yield — % — % The closing price of our common stock was $101.00 and $79.75 on September 30, 2020 and September 30, 2019, respectively. The closing price of our common stock was $88.08 on December 31, 2019. A summary of the activity and status of STAP awards during the nine-month period ended September 30, 2020 is presented below: Number of Weighted Weighted Aggregate Outstanding at January 1, 2020 2,622,328 $ 109.10 Granted — — Exercised (260,338) 62.70 Forfeited/canceled (18,656) 127.18 Outstanding at September 30, 2020 2,343,334 $ 114.11 3.5 $ 35.7 Exercisable at September 30, 2020 2,333,334 $ 114.37 3.5 $ 35.2 Unvested at September 30, 2020 10,000 $ 52.57 2.2 $ 0.5 Share-based compensation (benefit) expense recognized in connection with STAP awards is as follows (in millions): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Cost of product sales $ (0.9) $ 0.1 $ 1.3 $ (1.9) Research and development (5.6) 0.4 5.3 (9.9) Selling, general, and administrative (21.0) 0.9 12.7 (35.2) Share-based compensation (benefit) expense before taxes (27.5) 1.4 19.3 (47.0) Related income tax expense (benefit) 4.9 (0.2) (4.2) 10.7 Share-based compensation (benefit) expense, net of taxes $ (22.6) $ 1.2 $ 15.1 $ (36.3) Cash paid to settle STAP exercises during the nine-month periods ended September 30, 2020 and September 30, 2019 was $12.2 million and $6.9 million, respectively. Employee Stock Purchase Plan The ESPP provides eligible employees with the right to purchase shares of our common stock at a discount through elective accumulated payroll deductions at the end of each offering period. Offering periods, which began in 2012, occur in consecutive six-month periods commencing on September 5th and March 5th of each year. Eligible employees may contribute up to 15 percent of their base salary, subject to certain annual limitations as defined in the ESPP. The purchase price of the shares is equal to the lower of 85 percent of the closing price of our common stock on either the first or last trading day of a given offering period. In addition, the ESPP provides that no eligible employee may purchase more than 4,000 shares during any offering period. The ESPP expires in June 2032 and limits the aggregate number of shares that can be issued under the ESPP to 3.0 million. |