SHARE-BASED COMPENSATION | 18. SHARE-BASED COMPENSATION 2006 Share Incentive Plan Melco adopted a share incentive plan in 2006 (“2006 Share Incentive Plan”), as amended, for grants of share options and nonvested shares of Melco’s ordinary shares to eligible directors, employees and consultants of the Company and its affiliates. The maximum term of an award was 10 years from the date of the grant. The maximum aggregate number of ordinary shares to be available for all awards under the 2006 Share Incentive Plan was 100,000,000 over 10 years. Melco adopted a share incentive plan in 2011 (“2011 Share Incentive Plan”) and a share incentive plan in 2021 (“2021 Share Incentive Plan”) as described below and no further awards would be granted under the 2006 Share Incentive Plan and the 2011 Share Incentive Plan which was terminated on December 6, 2021. All subsequent awards will be issued under the 2021 Share Incentive Plan. Share Options As of December 31, 2022 and 2021, there were no outstanding share options under the 2006 Share Incentive Plan. The following information is provided for share options under the 2006 Share Incentive Plan: Year Ended December 31, 2022 2021 2020 Proceeds from the exercise of share options $ — $ 2,756 $ 397 Intrinsic value of share options exercised $ — $ 7,370 $ 747 As of December 31, 2022, there were no unrecognized compensation costs related to share options under the 2006 Share Incentive Plan. 2011 Share Incentive Plan Melco adopted the 2011 Share Incentive Plan, effective on December 7, 2011, which had been subsequently amended and restated, for grants of various share-based awards, including but not limited to, options to purchase Melco’s ordinary shares, restricted shares, share appreciation rights and other types of awards to eligible directors, employees and consultants of the Company and its affiliates. The maximum term of an award was 10 years from the date of the grant. The maximum aggregate number of ordinary shares to be available for all awards under the 2011 Share Incentive Plan was 100,000,000 over 10 years, which could be raised up to 10% of the issued share capital upon shareholders’ approval. The 2011 Share Incentive Plan would have expired ten years after December 7, 2011. Melco adopted the 2021 Share Incentive Plan as described below, effective on December 6, 2021 (also the termination date of the 2011 Share Incentive Plan). Upon the termination of the 2011 Share Incentive Plan, no further awards may be granted under the 2011 Share Incentive Plan but the provisions of such plan shall remain in full force and effect in all other respects for any awards granted prior to the date of the termination of such plan. Share Options There were no share options granted under the 2011 Share Incentive Plan during the year ended December 31, 2022. During the years ended December 31, 2021 and 2020, the exercise prices for share options granted under the 2011 Share Incentive Plan were determined at the market closing prices of Melco’s ADS trading on the Nasdaq Global Select Market on the dates of grant. These share options became exercisable over vesting periods of two The Company uses the Black-Scholes valuation model to determine the estimated fair value for each share option granted, with highly subjective assumptions, changes in which could materially affect the estimated fair value. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of grant. Expected volatility is based on the historical volatility of Melco’s ADS trading on the Nasdaq Global Select Market. Expected term is based upon the vesting term or the historical expected term of publicly traded companies. The risk-free interest rate used for each period presented is based on the United States of America Treasury yield curve at the time of grant for the period equal to the expected term. The fair values of share options granted under the 2011 Share Incentive Plan were estimated on the dates of grant using the following weighted average assumptions: Year Ended December 31, 2021 2020 Expected dividend yield 2.50 % 3.10 % Expected stock price volatility 45.46 % 43.50 % Risk-free interest rate 1.00 % 0.43 % Expected term (years) 5.6 5.6 A summary of the share options activity under the 2011 Share Incentive Plan for the year ended December 31, 2022, is presented as follows: Number of Weighted Weighted Aggregate Outstanding as of January 1, 2022 30,696,106 $ 6.07 Forfeited or expired (1,773,409 ) 5.49 Cancelled under Option Exchange Program (26,076,978 ) 6.13 Outstanding as of December 31, 2022 2,845,719 $ 5.89 6.13 $ — Fully vested and expected to vest as of December 31, 2022 2,845,719 $ 5.89 6.13 $ — Exercisable as of December 31, 2022 2,262,303 $ 6.02 5.72 $ — The following information is provided for share options under the 2011 Share Incentive Plan: Year Ended December 31, 2022 2021 2020 Weighted average grant date fair value $ — $ 2.28 $ 1.21 Proceeds from the exercise of share options $ — $ 4,345 $ 664 Intrinsic value of share options exercised $ — $ 1,655 $ 129 As of December 31, 2022, there were $132 unrecognized compensation costs related to share options under the 2011 Share Incentive Plan and the costs are expected to be recognized over a weighted average period of 1.06 years. Restricted Shares Certain restricted shares were approved by Melco to be granted under the 2011 Share Incentive Plan to the eligible management personnel of the Company in lieu of the 2020 bonus for their services performed during 2020. A total of 1,899,897 restricted shares were granted and vested immediately on March 31, 2021 (the “2020 Bonus Shares”) with the grant date fair value of $19.91 per ADS or $6.6367 per share, which was the closing price of Melco’s ADS trading on the Nasdaq Global Select Market on the date of grant. Share-based compensation expenses of $13,799, of which $921 were capitalized, were recognized for such grant during the year ended December 31, 2020 based on the estimated bonus amount. On July 7, 2021, a total of 52,056 restricted shares were granted to employees of an affiliated company, a subsidiary of Melco International, for their services rendered to Melco International, with vesting periods of three months to twelve months. The grant date fair value for these restricted shares, which was determined with reference to the market closing price of Melco’s ADS trading on the Nasdaq Global Select Market on the date of grant, were recognized as deemed distribution to Melco International in respect of share-based compensation against retained earnings over the vesting period. Deemed distribution to Melco International in respect of these restricted shares of $143 and $136 were recognized during the years ended December 31, 2022 and 2021, respectively. The reimbursement from Melco International of $279 for restricted shares granted to employees of an affiliated company were recognized as an increase in additional paid-in There were no restricted shares granted under the 2011 Share Incentive Plan during the year ended December 31, 2022. Other than the restricted shares granted under the 2020 Bonus Shares as described above, the grant date fair values for restricted shares granted under the 2011 Share Incentive Plan during the years ended December 31, 2021 and 2020, with vesting periods of generally three months to three years, were determined with reference to the market closing prices of Melco’s ADS trading on the Nasdaq Global Select Market on the dates of grant. A summary of the restricted shares activity under the 2011 Share Incentive Plan for the year ended December 31, 2022, is presented as follows: Number of Weighted Unvested as of January 1, 2022 18,531,384 $ 5.35 Vested (10,282,560 ) 5.29 Forfeited (543,504 ) 5.57 Unvested as of December 31, 2022 7,705,320 $ 5.42 The following information is provided for restricted shares under the 2011 Share Incentive Plan: Year Ended December 31, 2022 2021 2020 Weighted average grant date fair value $ — $ 6.07 $ 4.17 Grant date fair value of restricted shares vested $ 54,424 $ 43,533 $ 20,317 As of December 31, 2022, there were $13,119 unrecognized compensation costs related to restricted shares under the 2011 Share Incentive Plan and the costs are expected to be recognized over a weighted average period of 1.05 years. 2021 Share Incentive Plan Melco adopted the 2021 Share Incentive Plan, effective on December 6, 2021, for grants of various share-based maximum aggregate number of ordinary shares to be available for all awards under the 2021 Share Incentive Plan may be increased from time to time, provided that the maximum aggregate number of Melco’s ordinary shares which may be issued upon exercise of options granted under the 2021 Share Incentive Plan shall not be more than 10% of the total number of the issued share capital of Melco on the date the new plan limit is approved by the shareholders of Melco International in accordance with the applicable listing rules in Hong Kong. As of December 31, 2022, there were 115,536,483 ordinary shares available for grants of various share-based awards under the 2021 Share Incentive Plan. Share Options During the year ended December 31, 2022, the exercise prices for share options granted under the 2021 Share Incentive Plan were determined at the market closing prices of Melco’s ADS trading on the Nasdaq Global Select Market on the dates of grant. These share options became exercisable over vesting periods of one no The Company uses the Black-Scholes valuation model to determine the estimated fair value for each share option granted, with highly subjective assumptions, changes in which could materially affect the estimated fair value. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of grant. Expected volatility is based on the historical volatility of Melco’s ADS trading on the Nasdaq Global Select Market. Expected term is based upon the vesting term or the historical expected term of publicly traded companies. The risk-free interest rate used for each period presented is based on the United States of America Treasury yield curve at the time of grant for the period equal to the expected term. The fair values of share options granted under the 2021 Share Incentive Plan were estimated on the dates of grant using the following weighted average assumptions: Year Ended Expected dividend yield 2.50 % Expected stock price volatility 51.00 % Risk-free interest rate 2.69 % Expected term (years) 5.1 On March 28, 2022, the compensation committee of Melco approved a proposal to allow for an option exchange program, designed to provide the eligible participants an opportunity to exchange certain outstanding underwater share options for new share options and new restricted shares to be granted, subject to the eligible participants’ consent (the “Option Exchange Program”). The share options eligible for exchange under the Option Exchange Program were those that were granted during the years from 2012 to 2021 under the 2011 Share Incentive Plan, including those unvested, or vested but not exercised or the unexercised share options granted in 2012 but expired in March 2022. The Option Exchange Program became unconditional and effective on April 15, 2022, the date Melco accepted the eligible participants’ consent (the “Modification Date”), with a total of 26,076,978 eligible share options were tendered and surrendered by eligible participants (the “Cancelled Share Options”) and Melco granted an aggregate of 2,486,241 new share options (the “Replacement Share Options”) and 5,912,547 new restricted shares (the “Replacement Restricted Shares”) under the 2021 Share Incentive Plan. The Replacement Share Options and Replacement Restricted Shares have vesting periods of one The Replacement Share Options expire 10 years from April 6, 2022. A total incremental share-based compensation expense resulting from the Option Exchange program was approximately $3,306, representing the excess of (i) the fair value of certain Replacement Share Options measured using the Black-Scholes valuation model on the Modification Date; and (ii) the fair value of certain Replacement Restricted Shares determined with reference to the market closing price of Melco’s ADS trading on the Nasdaq Global Select Market on the Modification Date, over the fair value of the Cancelled Share Options that were granted during 2013 to 2021 immediately before the exchange. The incremental share-based compensation expenses and the unrecognized compensation costs remaining from the Cancelled Share Options are being recognized over the new vesting periods of the Replacement Share Options and Replacement Restricted Shares. The weighted average fair value of the Replacement Share Options at the Modification Date was $0.82. The fair values of the Replacement Share Options granted under the 2021 Share Incentive Plan were estimated on the Modification Date using the following weighted average assumptions: Expected dividend yield 2.50 % Expected stock price volatility 52.50 % Risk-free interest rate 2.75 % Expected term (years) 4.6 A summary of the share options activity under the 2021 Share Incentive Plan for the year ended December 31, 2022, is presented as follows: Number of Weighted Weighted Aggregate Outstanding as of January 1, 2022 — $ — Granted 2,874,285 2.47 Granted under the Option Exchange Program 2,486,241 2.47 Outstanding as of December 31, 2022 5,360,526 $ 2.47 9.26 $ 7,326 Expected to vest as of December 31, 2022 5,360,526 $ 2.47 9.26 $ 7,326 Exercisable as of December 31, 2022 — $ — — $ — There were no share options exercised under the 2021 Share Incentive Plan during the year ended December 31, 2022. During the year ended December 31, 2022, the weighted average grant date fair value for share options (excluding the option granted under the Option Exchange Program) under the 2021 Share Incentive Plan was $0.94. As of December 31, 2022, there were $3,247 unrecognized compensation costs related to share options under the 2021 Share Incentive Plan and the costs are expected to be recognized over a weighted average period of 1.89 years. Restricted Shares Certain restricted shares were approved by Melco be granted under the 2021 Share Incentive Plan to the eligible management personnel of the Company and its affiliated company in lieu of the 2021 bonus for their services performed during 2021. A total of 4,578,543 restricted shares were granted and vested immediately on April 6, 2022 (the “2021 Bonus Shares”) with the grant date fair value of $7.40 per ADS or $2.47 per share, which was the closing price of Melco’s ADS trading on the Nasdaq Global Select Market on the date of grant. Based on the estimated bonus amount, share-based compensation expenses of $10,929, of which $729 were capitalized, were recognized for the restricted shares granted to the management personnel rendered services to the Company and deemed distribution to Melco International in respect of the restricted shares granted to employees of an affiliated company of $272 was recognized during the year ended December 31, 2021. Certain restricted shares were approved by Melco be granted under the 2021 Share Incentive Plan to the eligible management personnel of the Company in lieu of the 2022 bonus for their services performed during 2022 (the “2022 Bonus Shares”). The 2022 Bonus Shares are expected to be granted in April 2023 and vest immediately on its grant date. Based on the estimated bonus amount, share-based compensation expenses of $17,926, of which $680 were capitalized, were recognized for such grant during the year ended December 31, 2022. Other than the restricted shares granted under the 2021 Bonus Shares as described above, the fair values for restricted shares granted under the 2021 Share Incentive Plan during the year ended December 31, 2022, with vesting periods of generally , were determined with reference to the market closing prices of Melco’s ADS trading on the Nasdaq Global Select Market on the dates of grant or the Modification Date. There we re restricted shares granted under the 2021 Share Incentive Plan during the year ended December 31, 2021. A summary of the restricted shares activity under the 2021 Share Incentive Plan for the year ended December 31, 2022, is presented as follows: Number of Weighted Unvested as of January 1, 2022 — $ — Granted 19,282,521 2.35 Granted under the Option Exchange Program 5,912,547 2.27 Vested (5,574,357 ) 2.33 Forfeited (437,283 ) 2.40 Unvested as of December 31, 2022 19,183,428 $ 2.33 The grant date fair value of restricted shares vested under the 2021 Share Incentive Plan during the year ended December 31, 2022 was $12,967. As of December 31, 2022, there were $28,876 unrecognized compensation costs related to restricted shares under the 2021 Share Incentive Plan and the costs are expected to be recognized over a weighted average period of 1.93 years. MRP Share Incentive Plan MRP adopted pro-rata On May 22, 2019, MRP offered to all eligible participants of the MRP Share Incentive Plan the option to retire all outstanding equity awards, including the unvested share options, vested but unexercised share options and unvested restricted shares (collectively, the “MRP Outstanding Awards”) by the payment of cash to the eligible participants (the “MRP SIP Retirement Arrangements”) in light of the delisting of the MRP. The acquiescence of such MRP SIP Retirement Arrangements was obtained from the Philippine SEC on May 17, 2019. As a result of all eligible participants electing to participate in the MRP SIP Retirement Arrangements, all the MRP Outstanding Awards, including a total of 15,971,173 outstanding share options (including both unvested and vested but unexercised share options) and 29,068,424 outstanding restricted shares under the MRP Share Incentive Plan, were irrevocably cancelled and extinguished pursuant to the MRP SIP Retirement Arrangements on May 31, 2019. Under the MRP SIP Retirement Arrangements, MRP will pay the eligible participants a fixed amount in cash (“MRP Settlement Amount”) according to the original vesting schedules of the outstanding share options and restricted shares, subject to other terms and conditions. The MRP Settlement Amount of the outstanding restricted shares is PHP7.25 (equivalent to $0.14) per share, based on the offer price of a voluntary tender offer in 2018 and the MRP Settlement Amount of the outstanding share options which was determined using the Black-Scholes valuation model. The weighted average fair value of the share options at the modification date was PHP4.23 (equivalent to $0.08) per option. All accrued liability associated with the cash-settled share options and restricted shares in accordance with the original vesting schedules was fully vested and settled during the year ended December 31, 2021 . f air Share Options As of December 31, 2022 and 2021, there were no outstanding share options under the MRP Share Incentive Plan. There were no share options granted or exercised under the MRP Share Incentive Plan during the years ended December 31, 2022, 2021 and 2020. During the years ended December 31, 2021 and 2020, MRP paid $87 and $495 to settle the vested share options that are classified as cash-settled awards under the MRP Share Inventive Plan, respectively. As of December 31, 2022, there were no unrecognized compensation costs related to share options under the MRP Share Incentive Plan. Restricted Shares As of December 31, 2022 and 2021, there were no unvested restricted shares under the MRP Share Incentive Plan. There were no restricted shares granted under the MRP Share Incentive Plan during the years ended December 31, 2022, 2021, and 2020. The following information is provided for restricted shares under the MRP Share Incentive Plan: Year Ended December 31, 2022 2021 2020 Grant date fair value of restricted shares vested $ — $ 351 $ 1,030 During the years ended December 31, 2021 and 2020, MRP paid $346 and $871 to settle the vested restricted shares that are classified as cash-settled awards under the MRP Share Incentive Plan, respectively. As of December 31, 2022, there were no unrecognized compensation costs related to restricted shares under the MRP Share Incentive Plan. Melco International Share Incentive Plan On September 6, 2019, certain share-based awards under Melco International’s share option scheme adopted on May 30, 2012 and share purchase scheme adopted on October 18, 2007 (the “Melco International Share Incentive Plan”) were granted by Melco International to an employee of the Company. In accordance with the applicable accounting standards, the share-based compensation expenses related to the grant of share-based awards under the Melco International Share Incentive Plan to an employee of the Company, to the extent of services received by the Company, are recognized in the accompanying consolidated statements of operations with a corresponding increase in additional paid-in Share Options A summary of the share options activity under the Melco International Share Incentive Plan for the year ended December 31, 2022, is presented as follows: Number of Weighted Weighted Aggregate Outstanding as of January 1, 2022 14,200,000 $ 2.43 Outstanding as of December 31, 2022 14,200,000 $ 2.43 6.69 $ — Fully vested as of December 31, 2022 14,200,000 $ 2.43 6.69 $ — Exercisable as of December 31, 2022 14,200,000 $ 2.43 6.69 $ — There were no share options granted or exercised under the Melco International Share Incentive Plan during the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, there were no unrecognized compensation costs related to share options under the Melco International Share Incentive Plan. Restricted Shares Under the existing arrangements of the Melco International Share Incentive Plan, a grantee shall satisfy any tax or other liabilities to which he or she may become subject to as a result of his or her participation in the Melco International Share Incentive Plan by his or her own cash. During the year ended December 31, 2020, to enhance administration flexibility of the board of Melco International in the implementation of the Melco International Share Incentive Plan, Melco International revised the rules of the Melco International Share Incentive Plan so as to give authority to Melco International to deduct or withhold a portion of the awards granted to the grantee pursuant to the Melco International Share Incentive Plan (the “Awards”) if Melco International is statutorily required to deduct or withhold an amount to satisfy the tax obligation of any grantee arising from the grant of the Awards (the “Grantee Tax Obligation”), or if a grantee otherwise elects to satisfy his/her Grantee Tax Obligation (which is not statutorily required to be deducted or withheld) and/or exercise cost (in case a grantee exercises his/ her share options granted under the Melco International Share Incentive Plan) by way of deduction or withholding of the relevant portion of his/her Awards (the “Net Settlement Arrangement”). The Net Settlement Arrangement was approved by the board of Melco International on March 31, 2020 and further approved by the shareholders of Melco International for amendments to the Melco International Share Incentive Plan on June 5, 2020. On June 30, 2020, an employee of the Company, who was granted certain share-based awards under the Melco International Share Incentive Plan on September 6, 2019, elected the Net Settlement Arrangement on certain awards and approximately 2,569,000 restricted shares were modified from equity-settled to cash-settled with all other terms unchanged. A summary of the restricted shares activity under the Melco International Share Incentive Plan for the year ended December 31, 2022, is presented as follows: Number of Weighted Unvested as of January 1, 2022 1,626,000 $ 2.43 Vested (1,626,000 ) 2.43 Unvested as of December 31, 2022 — $ — During the years ended December 31, 2022, 2021 and 2020, the grant date fair value of restricted shares vested under the Melco International Share Incentive Plan were $3,948, $3,953 and $3,979, respectively. There were no restricted shares granted under the Melco International Share Incentive Plan during the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, there were no unrecognized compensation costs related to restricted shares under the Melco International Share Incentive Plan. The share-based compensation expenses for the Company were recognized as follows: Year Ended December 31, 2022 2021 2020 Share-based compensation expenses: 2011 Share Incentive Plan $ 38,823 $ 53,466 $ 49,579 2021 Share Incentive Plan 32,803 10,929 — MRP Share Incentive Plan — 108 671 Melco International Share Incentive Plan 2,865 6,641 7,021 Total share-based compensation expenses 74,491 71,144 57,271 Less: Share-based compensation expenses capitalized in property and equipment (2,682 ) (3,187 ) (2,879 ) Share-based compensation expenses recognized in general and administrative expenses $ 71,809 $ 67,957 $ 54,392 |