Share-based compensation | 11. Share-based compensation Share-based compensation expense recognized by classification included in the consolidated statements of operations and comprehensive loss was as follows: Year ended December 31, 2020 2019 2018 (in thousands) Research and development $ 11,965 $ 8,029 $ 3,994 Selling, general and administrative 9,823 9,439 6,699 Total $ 21,788 $ 17,468 $ 10,693 Share-based compensation expense recognized by award type was as follows: Year ended December 31, 2020 2019 2018 (in thousands) Award type Share options $ 11,434 $ 7,896 $ 4,766 Restricted share units 7,364 4,117 3,020 Performance share units 2,990 5,455 2,907 Total $ 21,788 $ 17,468 $ 10,693 As of December 31, 2020, the unrecognized compensation cost related to unvested awards under the various share-based compensation plans were: Unrecognized Weighted average share-based remaining compensation period for expense recognition (in thousands) (in years) Award type Share options $ 23,492 2.78 Restricted share units 14,489 2.09 Performance share units 1,763 1.03 Total $ 39,744 2.45 The Company satisfies the exercise of share options and vesting of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) through newly issued shares. 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”). The Company previously had a 2012 Equity Incentive Plan (the “2012 Plan”). As of December 31, 2020, 14,000 fully vested share options are outstanding (December 31, 2019: 14,000) under the 2012 Plan. At the general meeting of shareholders on January 9, 2014, the Company’s shareholders approved the adoption of the 2014 Plan. At the annual general meetings of shareholders in June 2015, 2016 and 2018, uniQure shareholders approved amendments of the 2014 Plan, increasing the shares authorized for issuance by 1,070,000 shares in 2015, 3,000,000 in 2016 and 3,000,000 shares in 2018, for a total of 8,601,471 shares. Share options 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 initial grant date and the remainder vests in equal quarterly installments over years two, three and four. Certain grants to non-executive directors vest in full after one year . Any options that vest must be exercised by the tenth anniversary of the initial grant date. 2014 Plan The following tables summarize option activity under the Company’s 2014 Plans for the year ended December 31, 2019: Options Number of Weighted average Weighted average Aggregate intrinsic ordinary shares exercise price remaining contractual life value in years (in thousands) Outstanding at December 31, 2019 2,683,104 $ 21.29 7.46 $ 135,238 Granted 653,852 $ 49.63 Forfeited (172,548) $ 42.03 Expired (6,451) $ 45.76 Exercised (498,678) $ 14.43 Outstanding at December 31, 2020 2,659,279 $ 28.13 7.18 32,729 Thereof, fully vested and exercisable at December 31, 2020 1,542,405 $ 18.05 6.15 29,161 Thereof, outstanding and expected to vest after December 31, 2020 1,116,874 $ 42.06 8.61 3,568 Outstanding and expected to vest at December 31, 2019 1,346,337 $ 28.76 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 18.4 Granted to directors and officers during the period (options, grant date fair value $ in millions) 209,254 $ 5.7 Proceeds from option sales during the period (in $ millions) $ 7.2 The following table summarizes information about the weighted average grant-date fair value of options during the years ended December 31: Weighted average Options grant ‑ date fair value Granted, 2020 653,852 $ 28.08 Granted, 2019 647,526 23.57 Granted, 2018 937,832 15.90 Vested, 2020 713,924 14.04 Forfeited, 2020 (172,548) 24.63 The following table summarizes information about the weighted average grant-date fair value of options at December 31: Weighted average Options grant ‑ date fair value Outstanding and expected to vest, 2020 1,116,874 $ 24.25 Outstanding and expected to vest, 2019 1,346,337 17.05 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: Year ended December 31, Assumptions 2020 2019 2018 Expected volatility 70% 70% - 75% 75% - 80% Expected terms 10 years 10 years 10 years Risk free interest rate 0.76% - 1.44% 1.92% - 2.87% 2.67% - 3.20% Expected dividend yield 0% 0% 0% The Hull & White option model captures early exercises by assuming that the likelihood of exercises will increase when the share price reaches defined multiples of the strike price. This analysis is performed over the full contractual term. The following table summarizes information about options exercised during the years ended December 31: Exercised during the year Intrinsic value (in thousands) 2020 498,678 $ 11,927 2019 434,665 17,700 2018 388,203 7,515 Restricted Share Units The following table summarizes the RSU activity for the year ended December 31, 2020: RSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2019 370,830 $ 28.62 Granted 376,799 $ 48.18 Vested (206,881) $ 24.18 Forfeited (73,404) $ 46.41 Non-vested at December 31, 2020 467,344 $ 43.56 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 18.2 Granted to directors and officers during the period (shares, $ in millions) 158,623 $ 7.4 The following table summarizes information about the weighted average grant-date fair value of RSUs granted during the years ended December 31: Granted Weighted average during the year grant ‑ date fair value 2020 376,799 $ 48.18 2019 198,504 38.63 2018 262,599 23.61 The following table summarizes information about the total fair value of RSUs that vested during the years ended December 31: Total fair value (in thousands) 2020 $ 12,156 2019 10,152 2018 8,546 RSUs generally vest over one to three years . RSUs granted to non-executive directors will vest one year from the date of grant. Performance Share Units The following table summarizes the PSU activity for the year ended December 31, 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 December 31, 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 other members of senior management. These PSUs were earned in January 2020 based on the Board’s assessment of the level of achievement of agreed upon performance targets through December 31, 2019. The PSUs awarded for the year ended December 31, 2019 will vest on the third anniversary of the grant, subject to the grantee’s continued employment. The following table summarizes information about the weighted average grant-date fair value, determined at of the date these were earned, of PSUs granted during the years ended December 31: Granted Weighted average during the year grant ‑ date fair value 2020 91,003 $ 57.56 2019 132,362 $ 31.71 2018 — $ — The following table summarizes information about the total fair value of PSUs that vested during the years ended December 31: Total fair value (in thousands) 2020 $ 21,852 2019 1,056 2018 1,350 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 shares on each purchase date is equal to 85% of the lower of the closing market price on the offering date or the closing market price on the purchase date of each three-month offering period. During the year ended December 31, 2020, 6,181 shares have been issued (December 31, 2019: 9,202 and December 31, 2018: 2,591). As of December 31, 2020, a total of 132,026 ordinary shares remains available for issuance under the ESPP plan. |