Share-based compensation | 8 The Company’s share-based compensation plans include the 2014 Amended and Restated Share Option Plan (the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of the Nasdaq Global Select Market with terms similar to the 2014 Plan (together the “2014 Plans”). At the annual general meeting of shareholders in June 2018, the Company’s shareholders approved amendments of the 2014 Plan, increasing the shares authorized for issuance by 3,000,000 to a total of 8,601,471. a) 2014 Plans Share-based compensation expense recognized by classification included in the Consolidated statements of operations and comprehensive loss in relation to the 2014 Plans for the periods indicated below was as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 (in thousands) (in thousands) Research and development $ 3,906 $ 1,922 $ 9,177 $ 6,021 Selling, general and administrative 2,457 1,936 7,240 6,691 Total $ 6,363 $ 3,858 $ 16,417 $ 12,712 Share-based compensation expense recognized by award type for the periods indicated below was as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 (in thousands) (in thousands) Award type Share options $ 3,994 $ 2,025 $ 8,948 $ 6,105 Restricted share units (“RSUs”) 1,525 1,075 5,178 3,000 Performance share units (“PSUs”) 844 758 2,291 3,607 Total $ 6,363 $ 3,858 $ 16,417 $ 12,712 As of September 30, 2020, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were: Unrecognized Weighted average share-based remaining compensation period for expense recognition (in thousands) (in years) Award type Share options $ 25,848 2.94 Restricted share units 16,351 2.25 Performance share units 2,462 1.17 Total $ 44,661 2.59 The Company satisfies the exercise of share options and vesting of RSUs and PSUs through newly issued ordinary shares. Share options The following table summarizes option activity for the nine months ended September 30, 2020: Options Number of Weighted average ordinary shares exercise price Outstanding at December 31, 2019 2,683,104 $ 21.29 Granted 620,077 $ 49.74 Forfeited (145,460) $ 40.59 Expired (275) $ 35.24 Exercised (211,288) $ 16.75 Outstanding at September 30, 2020 2,946,158 $ 26.64 Thereof, fully vested and exercisable at September 30, 2020 1,718,941 $ 16.55 Thereof, outstanding and expected to vest after September 30, 2020 1,227,217 $ 40.79 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 17.4 Proceeds from option sales during the period (in $ millions) $ 3.5 Share options are priced on the date of grant and, except for certain grants made to non-executive directors, vest over a period of four years, the first 25% vests after one year from the grant date and the remainder vests in equal quarterly installments, over years two, three and four. Any options that vest must be exercised by the tenth anniversary of the grant date. The fair value of each option issued is estimated at the respective grant date using the Hull & White option pricing model with the following weighted-average assumptions: Three months ended September 30, Nine months ended September 30, Assumptions 2020 2019 2020 2019 Expected volatility 70% 75% 70% 75% Expected terms 10 years 10 years 10 years 10 years Risk free interest rate 0.84% 1.92% 0.76% - 1.44% 1.92% - 2.87% Expected dividend yield 0% 0% 0% 0% Restricted share units (“RSUs”) The following table summarizes the RSUs activity for the nine months ended September 30, 2020: RSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2019 370,830 $ 28.62 Granted 362,699 $ 48.20 Vested (206,881) $ 24.18 Forfeited (66,457) $ 46.03 Non-vested at September 30, 2020 460,191 $ 43.53 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 17.5 RSUs vest over one Performance share units (“PSUs”) The following table summarizes the PSUs activity for the nine months ended September 30, 2020: PSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2019 479,422 $ 21.17 Granted 91,003 $ 57.56 Vested (354,105) $ 17.44 Forfeited (3,706) $ 57.56 Non-vested at September 30, 2020 212,614 $ 42.32 Total weighted average grant date fair value of PSUs granted during the period (in $ millions) $ 5.2 In January 2019, the Company awarded PSUs to its executives and certain other members of senior management. These PSUs were earned as of January 2020 based on an assessment by the Company’s board of directors of the level of achievement of agreed upon performance targets through December 31, 2019. PSUs vest after three years. b) Employee Share Purchase Plan (“ESPP”) In June 2018, the Company’s shareholders adopted and approved an ESPP allowing the Company to issue up to 150,000 ordinary shares. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986. Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to any plan limitations. The purchase price of the ordinary shares on each purchase date is equal to 85% of the lower of the closing market price on the offering date and the closing market price on the purchase date of each three-month offering period. During the nine months ended September 30, 2020, 3,282 ordinary shares were issued under the ESPP compared to 7,018 during the same period in 2019. As of September 30, 2020, a total of 134,925 ordinary shares remains available for issuance under the ESPP plan compared to a total of 140,391 as of September 30, 2019. |