Share-Based and Long-Term Incentive Plans | NOTE 19 – SHARE-BASED AND LONG-TERM INCENTIVE PLANS Employee Share Purchase Plan 2020 Employee Share Purchase Plan . On February 19, 2020, the Compensation Committee adopted, subject to shareholder approval, the 2020 Employee Share Purchase Plan (“2020 ESPP”), as successor to and continuation of the 2014 Employee Share Purchase Plan (the “2014 ESPP”), including increasing the number of ordinary shares available for issuance to the Company’s employees pursuant to the exercise of purchase rights under the Company’s purchase plans by an additional 2,500,000 ordinary shares. On April 30, 2020, the shareholders of the Company approved the 2020 ESPP. As of December 31, 2022 , an aggregate of 2,046,575 ordinary shares were authorized and available for future issuance under the 2020 ESPP. The 2014 ESPP terminated following its final purchase date in June 2021. The unpurchased shares that remained subject to the share reserve of the 2014 ESPP following its final purchase date were added to the 2,500,000 ordinary shares initially approved for the 2020 ESPP’s share reserve and are available for future issuance pursuant to purchase rights granted under the 2020 ESPP. Share-Based Compensation Plans 2011 Equity Incentive Plan . Upon the effectiveness of the Horizon Therapeutics Public Limited Company Amended and Restated 2014 Equity Incentive Plan (the “2014 EIP”), no additional stock awards were or will be made under the 2011 Equity Incentive Plan (the “2011 EIP”), although all outstanding stock awards granted under the 2011 EIP continue to be governed by the terms of the 2011 EIP. Amended and Restated 2014 Equity Incentive Plan and 2014 Non-Employee Equity Plan . On May 17, 2014, HPI’s board of directors adopted the 2014 EIP and the Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan (the “2014 Non-Employee Equity Plan”). At the Special Meeting, HPI’s stockholders approved the 2014 EIP and 2014 Non-Employee Equity Plan, which serve as successors to the 2011 EIP. Upon the effectiveness of the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan (the “2020 EIP”), no additional stock awards were or will be made under the 2014 EIP, although all outstanding stock awards granted under the 2014 EIP continue to be governed by the terms of the 2014 EIP. The 2014 Non-Employee Equity Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other forms of stock awards that may be settled in cash, shares or other property to the non-employee directors and consultants of the Company (or a subsidiary company). The Company’s board of directors has authority to suspend or terminate the 2014 Non-Employee Equity Plan at any time. On February 20, 2019, the Compensation Committee approved, subject to shareholder approval, an amendment to the 2014 Non-Employee Equity Plan, increasing the number of ordinary shares that may be issued under the 2014 Non-Employee Equity Plan by 750,000 ordinary shares, subject to adjustment for certain changes in the Company’s capitalization. On May 2, 2019, the shareholders of the Company approved such amendment to the 2014 Non-Employee Equity Plan. Amended and Restated 2020 Equity Incentive Plan. On February 19, 2020, the Compensation Committee adopted, subject to shareholder approval, the 2020 EIP, as successor to and continuation of the 2014 EIP, including increasing the number of ordinary shares available for the grant of equity awards to the Company’s employees by an additional 6,900,000 shares. On April 30, 2020, the shareholders of the Company approved the 2020 EIP. On February 17, 2021, the Compensation Committee approved amending the 2020 EIP, subject to shareholder approval, including increasing the number of ordinary shares available for the grant of equity awards to the Company’s employees by an additional 7,000,000 shares. On April 29, 2021, the shareholders of the Company approved the amendment to the 2020 EIP. On February 23, 2022, the Compensation Committee approved further amending the 2020 EIP, subject to shareholder approval, to increase the aggregate number of ordinary shares available for the grant of equity awards to the Company’s employees by an additional 4,800,000 shares. On April 28, 2022, the shareholders of the Company approved the amendment to the 2020 EIP. Amended and Restated 2018 Equity Incentive Plan. In connection with the Viela acquisition on March 15, 2021, the Company assumed the Viela Bio Amended and Restated 2018 Equity Incentive Plan (“Viela 2018 EIP”). The Viela 2018 EIP was subsequently renamed the Horizon Therapeutics Public Limited Company Amended and Restated 2018 Equity Incentive Plan (“2018 EIP”) on April 28, 2021. The maximum aggregate number of ordinary shares that may be issued under the 2018 EIP following March 15, 2021 (the “Plan Assumption Date”) is 3,677,603 ordinary shares, which is the sum of the 1,318,053 ordinary shares subject to outstanding awards assumed by the Company on the Plan Assumption Date, and the 2,359,550 ordinary shares available for grant under the plan’s unused reserve as of the Plan Assumption Date. As of December 31, 2022, an aggregate of 18,974,953 ordinary shares were authorized and available for future grants under the 2020 EIP, an aggregate of 483,069 ordinary shares were authorized and available for future grants under the 2014 Non-Employee Equity Plan and an aggregate of 1,650,775 ordinary shares were authorized and available for future grants under the 2018 EIP. Stock Options There were no stock option grants in 2022 and 2021 ; however, the Company assumed 1.3 million outstanding employee and director stock options as a result of the Viela acquisition on March 15, 2021. The estimated fair value of the converted stock options was determined using a Hull-White model in a binomial lattice option pricing framework with the following weighted average assumptions: Stock price (closing stock price on March 14, 2021) $ 91.78 Weighted average fair value of converted stock options $ 26.05 to $ 87.84 Risk-free interest rate 0.04 % to 1.62 % Expected stock price volatility 50.06 % to 65.18 % Dividend yield — Term to expiration 0.25 years to 9.75 years The following table summarizes stock option activity during the year ended December 31, 2022: Weighted Average Weighted Contractual Term Aggregate Average Remaining Intrinsic Value Options Exercise Price (in years) (in thousands) Outstanding as of December 31, 2021 6,209,583 $ 23.91 3.95 $ 520,651 Exercised ( 1,328,694 ) 22.42 — — Forfeited ( 43,690 ) 53.90 — — Expired ( 6,967 ) 30.81 — — Outstanding as of December 31, 2022 4,830,232 24.04 2.91 $ 433,552 Exercisable as of December 31, 2022 4,709,528 $ 23.31 2.80 $ 426,145 Stock options typically have a contractual term of ten years from grant date. The following table summarizes the Company’s outstanding stock options at December 31, 2022: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Number of options Average Contractual Number Exercise Contractual Exercise Price Ranges outstanding Exercise Price Term (in years) Exercisable Price Term (in years) $ 2.01 - $ 4.00 2,350 $ 3.74 0.85 2,350 $ 3.74 0.85 $ 4.01 - $ 8.00 44,210 4.83 4.42 44,210 4.83 4.42 $ 8.01 - $ 12.00 33,711 8.78 2.23 32,141 8.79 2.04 $ 12.01 - $ 17.00 819,991 14.27 3.84 805,871 14.25 3.79 $ 17.01 - $ 22.00 467,094 17.98 3.56 467,094 17.98 3.56 $ 22.01 - $ 28.00 1,565,300 22.30 2.33 1,548,379 22.26 2.29 $ 28.01 - $ 36.00 1,719,794 28.60 2.35 1,719,794 28.60 2.35 $ 42.01 - $ 81.00 177,782 64.19 7.10 89,689 64.19 6.95 4,830,232 $ 24.04 2.91 4,709,528 $ 23.31 2.80 The total intrinsic value of the options exercised during the years ended December 31, 2022, 2021 and 2020 was $ 102.9 million, $ 160.1 million and $ 79.8 million, respectively. The total fair value of stock options vested during the years ended December 31, 2022, 2021 and 2020 was $ 14.5 million, $ 51.4 million and $ 3.5 million, respectively. Restricted Stock Units The following table summarizes restricted stock unit activity for the year ended December 31, 2022: Weighted Average Number of Grant-Date Fair Units Value Per Unit Outstanding as of December 31, 2021 4,412,681 $ 52.67 Granted 2,034,407 97.91 Vested ( 2,487,884 ) 45.08 Forfeited ( 492,932 ) 79.93 Outstanding as of December 31, 2022 3,466,272 $ 80.84 The grant-date fair value of restricted stock units is the closing price of the Company’s ordinary shares on the date of grant. During the years ended December 31, 2022, 2021 and 2020 , the Company granted 2,034,407 , 2,211,264 and 2,781,080 restricted stock units to acquire the Company’s ordinary shares to its employees and non-executive directors, respectively, with a weighted average grant date fair value of $ 97.91 , $ 78.35 and $ 39.01 , respectively. The restricted stock units vest annually, with a vesting period ranging from one to three years . The Company accounts for the restricted stock units as equity-settled awards in accordance with ASU No. 2017-09. The total fair value of restricted stock units vested during the years ended December 31, 2022, 2021 and 2020 was $ 112.2 million, $ 79.6 million and $ 54.6 million, respectively. Performance Stock Unit Awards The following table summarizes performance stock unit awards (“PSUs”) activity for the year ended December 31, 2022: Weighted Recorded Average Weighted Grant-Date Average Average Number Fair Value Illiquidity Fair Value of Units Per Unit Discount Per Unit Outstanding as of December 31, 2021 1,528,216 Granted 309,470 $ 138.41 4.65 % $ 131.98 Forfeited ( 53,233 ) 105.34 6.50 % 98.49 Vested ( 1,006,112 ) 35.47 6.04 % 33.32 Performance Based Adjustment (1) 455,243 49.75 7.83 % 45.85 Outstanding as of December 31, 2022 1,233,584 (1) Represents adjustment based on meeting total shareholder return (“TSR”) performance at 200 % for the PSUs that were awarded to key executive participants on January 4, 2019, meeting TSR performance at 200 % for the PSUs awarded to key executive participants on January 4, 2020 and performance criteria meeting at 200 % of R&D PSUs awarded to key executive participants on January 4, 2021. On January 4, 2022, the Company awarded PSUs to key executive participants (“2022 PSUs”). The 2022 PSUs are subject to both performance-based and service based vesting provisions. The 2022 PSUs utilize three long-term performance metrics, as follows: • 50 % of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Relative TSR PSUs”) are determined by reference to the Company’s TSR over the three-year period ending December 31, 2024, as measured relative to the TSR of each company included in the Nasdaq Biotechnology Index (“NBI”) during such three-year period. Generally, in order to vest in any portion of the 2022 Relative TSR PSUs, the participant must also remain in continuous service with the Company through the earlier of January 5, 2025 or the date immediately prior to a change in control. • 30 % of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Strategic PSUs”) are determined by reference to the Company’s achievement of certain performance objectives related to R&D and technical operations during the three-year period ending December 31, 2024. Generally, in order to vest in any portion of the 2022 Strategic PSUs, the participant must also remain in continuous service with the Company through the earlier of January 5, 2025 or the date immediately prior to a change in control. • 20 % of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Financial PSUs”) are determined by reference to the Company’s achievement of certain financial milestones. Half of the 2022 Financial PSUs that may vest will be determined by reference to the Company’s net sales of infused medicines during the two-year period from January 1, 2022 through December 31, 2023 and the other half of the 2022 Financial PSUs that may vest will be determined by reference to the Company’s internally-calculated adjusted EBITDA during the same period. Generally, in order to vest in any portion of the 2022 Financial PSUs, the participant must also remain in continuous service with the Company through the earlier of (i) January 5, 2024 (with respect to 2/3rds of the 2022 Financial PSUs) and January 5, 2025 (with respect to 1/3rd of the 2022 Financial PSUs) or (ii) the date immediately prior to a change in control. If a change in control occurs prior to the completion of the defined performance period, a portion of the 2022 PSUs will vest as measured through the date of the change in control which will be determined by the Compensation Committee. On January 4, 2021, the Company awarded PSUs to key executive participants (“2021 PSUs”). The 2021 PSUs utilize three long-term performance metrics: a component tied to relative TSR over a three-year period, a component tied to technical operations and manufacturing milestones for the Company over a three-year period, and a component tied to R&D and business development milestones for the Company over a two-year period, as follows: • 50 % of the 2021 PSUs that may vest (such portion of the PSU award, the “2021 Relative TSR PSUs”) are determined by reference to the Company’s TSR over the three-year period ending December 31, 2023, as measured relative to the TSR of each company included in the NBI during such three-year period. Generally, in order to vest in any portion of the 2021 Relative TSR PSUs, the participant must also remain in continuous service with the Company through the earlier of January 5, 2024 or the date immediately prior to a change in control. If a change in control occurs prior to December 31, 2023, a portion of the 2021 Relative TSR PSUs will vest upon the change in control based on the level of the Company’s relative TSR, as measured through the date of the change in control. • 25 % of the 2021 PSUs that may vest (such portion of the PSU award, the “2021 Tech Ops PSUs”) are determined by reference to the Company’s achievement of certain performance objectives related to technical operations and manufacturing during the three-year period ending December 31, 2023. Generally, in order to vest in any portion of the 2021 Tech Ops PSUs, the participant must also remain in continuous service with the Company through the earlier of January 5, 2024 or the date immediately prior to a change in control. • 25 % of the 2021 PSUs that may vest (such portion of the PSU award, the “2021 R&D PSUs”) are determined by reference to the Company’s achievement of certain performance objectives related to R&D and business development during the two-year period ending December 31, 2022. Generally, in order to vest in any portion of the 2021 R&D PSUs, the participant must also remain in continuous service with the Company through the earlier of (i) January 5, 2023 (with respect to 2/3rds of the 2021 R&D PSUs) and January 5, 2024 (with respect to 1/3rd of the 2021 R&D PSUs) or (ii) the date immediately prior to a change in control. During 2021, the Company’s board of directors approved modifications of certain outstanding awards of two senior executives, one of whom retired in January 2022 and the other whose employment was terminated in January 2022. The modifications provided for continued vesting of performance awards post termination of services that would have otherwise been forfeited. The modifications resulted in an incremental expense of $ 6.4 million accrued through the senior executives’ respective retirement and termination dates. On January 3, 2020, the Company awarded PSUs to key executive participants (“2020 PSUs”). The 2020 PSUs utilize two performance metrics: a component tied to relative TSR over a three-year period and a component tied to certain business performance milestones for the Company over one-year and two-year periods, as follows: • 30 % of the 2020 PSUs that may vest (such portion of the PSU award, the “2020 Relative TSR PSUs”) are determined by reference to the Company’s TSR over the three-year period ending December 31, 2022, as measured relative to the TSR of each company included in the NBI during such three-year period. Generally, in order to vest in any portion of the 2020 Relative TSR PSUs, the participant must also remain in continuous service with the Company through the earlier of January 1, 2023 or the date immediately prior to a change in control. • 70 % of the 2020 PSUs that may vest (such portion of the PSU award, the “2020 Net Sales PSUs”) are determined by reference to the Company’s net sales for certain orphan medicines during the one-year period that ended on December 31, 2020 or the two-year period that ended on December 31, 2021, as applicable. Generally, in order to vest in any portion of the 2020 Net Sales PSUs, the participant must also remain in continuous service with the Company through certain dates (each of which occur following the end of the applicable performance period). As a result of the impact of the COVID-19 pandemic on certain aspects of the Company’s business in 2020, the performance goals associated with certain of the Company’s performance-based equity awards no longer reflected the Company’s expectations, causing the awards to lose their incentive to employees. Accordingly, on July 28, 2020, the Compensation Committee approved a modification to the 2020 Net Sales PSUs awarded on January 3, 2020 that were to vest based on KRYSTEXXA 2020 net sales. Following the modification, those 2020 Net Sales PSUs related to KRYSTEXXA were earned based on net sales of KRYSTEXXA achieved by the end of a modified 18-month performance period that ended on June 30, 2021 instead of a 12-month performance period that ended on December 31, 2020. As a result, with respect to the 2020 Net Sales PSUs that were earned based on net sales of KRYSTEXXA, the first one-third vested on July 1, 2021, the second one-third vested on January 5, 2022 and the vesting of the remaining one-third is unchanged and vested on January 5, 2023. There were 12 participants impacted by the modification. The total compensation cost resulting from the modification was approximately $ 17.9 million and is being recognized over the remaining requisite service period. All PSUs outstanding on December 31, 2022 may vest in a range of between 0 % and 200 %, with the exception of certain modified PSUs granted in 2020 and based on net sales which were capped at 150 %. The Company accounts for all PSUs as equity-settled awards in accordance with ASC 718, Compensation-Stock Compensation . Because the value of the 2022 Relative TSR PSUs is dependent upon the attainment of a level of TSR, it requires the impact of the market condition to be considered when estimating the fair value on the grant date. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used related to the 2022 Relative TSR PSUs during the year ended December 31, 2022, include: Valuation date stock price $ 105.97 Expected volatility 45.01 % Risk free rate 1.01 % The value of the 2022 Strategic PSUs and 2022 Financial PSUs is calculated at the end of each quarter based on the expected payout percentage based on estimated full-period performance against targets, and the Company adjusts the expense quarterly. On January 4, 2019, the Company awarded a company-wide grant of PSUs (the “TEPEZZA PSUs”). Vesting of the TEPEZZA PSUs was contingent upon receiving shareholder approval of amendments to the 2014 EIP, which approval was received on May 2, 2019. The TEPEZZA PSUs were generally eligible to vest contingent upon receiving approval of the TEPEZZA biologics license application from the FDA no later than September 30, 2020 and the employee’s continued service with the Company. In January 2020, the Company received TEPEZZA approval from the FDA and the Company started recognizing the expense related to the TEPEZZA PSUs on that date. For all non-executive committee participants, one half of the TEPEZZA PSUs vested on the FDA approval date and one-half vested on the one-year anniversary of the FDA approval date, subject to the employee’s continued service through the applicable vesting date. The remaining 68,459 TEPEZZA PSUs related to members of the executive committee vested on January 21, 2022. Share-Based Compensation Expense The following table summarizes share-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 (in thousands): For the Years Ended December 31, 2022 2021 2020 Cost of goods sold $ 8,913 $ 8,699 $ 7,203 Research and development 27,831 39,544 13,973 Selling, general and administrative 145,356 170,843 125,451 Total share-based compensation expense $ 182,100 $ 219,086 $ 146,627 During the years ended December 31, 2022 and 2021 , the Company recognized $ 62.6 million and $ 86.9 million of a tax benefit, respectively, related to share-based compensation resulting primarily from the fair value of equity awards in effect at the time of the exercise of stock options and vesting of restricted stock units and PSUs. As of December 31, 2022 , the Company estimated that pre-tax unrecognized compensation expense of $ 247.2 million for all unvested share-based awards, including stock options, restricted stock units and PSUs, will be recognized through the fourth quarter of 2025. The Company expects to satisfy the exercise of stock options and future distribution of shares for restricted stock units and PSUs by issuing new ordinary shares which have been reserved under the 2020 EIP and the 2018 EIP. |