Share-based compensation | 12. 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, 2021 2020 2019 (in thousands) Research and development $ 12,813 $ 11,965 $ 8,029 Selling, general and administrative 12,794 9,823 9,439 Total $ 25,607 $ 21,788 $ 17,468 Share-based compensation expense recognized by award type was as follows: Year ended December 31, 2021 2020 2019 (in thousands) Award type Share options $ 12,477 $ 11,434 $ 7,896 Restricted share units 11,347 7,364 4,117 Performance share units 1,783 2,990 5,455 Total $ 25,607 $ 21,788 $ 17,468 As of December 31, 2021, 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 $ 29,513 2.79 Restricted share units 19,348 2.00 Performance share units 781 0.63 Total $ 49,642 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, 2021, 14,000 fully vested share options are outstanding (December 31, 2020: 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, 2018 and 2021, 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, 3,000,000 shares in 2018 and 4,000,000 shares in 2021 for a total of 12,601,471 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, 2021: 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, 2020 2,659,279 $ 28.13 7.18 $ 32,729 Granted 1,174,893 $ 35.85 Forfeited (258,718) $ 40.78 Expired (25,633) $ 42.81 Exercised (241,496) $ 10.98 Outstanding at December 31, 2021 3,308,325 $ 31.02 7.05 8,660 Thereof, fully vested and exercisable at December 31, 2021 1,786,825 $ 24.47 5.49 8,640 Thereof, outstanding and expected to vest after December 31, 2021 1,521,500 $ 38.71 8.88 20 Outstanding and expected to vest at December 31, 2020 1,116,874 $ 42.06 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 24.6 Granted to directors and officers during the period (options, grant date fair value $ in millions) 312,704 $ 6.5 Proceeds from option sales during the period (in $ millions) $ 2.7 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, 2021 1,174,893 $ 20.95 Granted, 2020 653,852 28.08 Granted, 2019 647,526 23.57 Vested, 2021 507,503 22.17 Forfeited, 2021 (258,718) 23.60 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, 2021 1,521,500 $ 22.52 Outstanding and expected to vest, 2020 1,116,874 24.25 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 2021 2020 2019 Expected volatility 75% 70% 70% - 75% Expected terms 10 years 10 years 10 years Risk free interest rate 1.21 - 1.86% 0.76% - 1.44% 1.92% - 2.87% 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) 2021 241,496 $ 5,046 2020 498,678 11,927 2019 434,665 17,700 Restricted Share Units The following table summarizes the RSU activity for the year ended December 31, 2021: RSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2020 467,344 $ 43.56 Granted 574,921 $ 36.14 Vested (220,518) $ 40.56 Forfeited (111,130) $ 40.98 Non-vested at December 31, 2021 710,617 $ 38.89 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 20.8 Granted to directors and officers during the period (shares, $ in millions) 167,230 $ 6.1 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 2021 574,921 $ 36.14 2020 376,799 48.18 2019 198,504 38.63 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) 2021 $ 8,063 2020 12,156 2019 10,152 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, 2021: PSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2020 212,614 $ 42.32 Granted 555,600 30.19 Vested (132,368) $ 33.09 Forfeited (2,916) $ 57.56 Non-vested at December 31, 2021 632,930 $ 33.54 Total weighted average grant date fair value of PSUs granted during the period (in $ millions) $ 16.8 The Company granted shares to certain employees in September and December 2021 that will be earned upon achievement of defined milestones. Earned shares will vest upon the later of a minimum service period of one year or three years , or the achievement of defined milestones, subject to the grantee’s continued employment. In addition, portions of the December 2021 granted to executives and other members of senior management are subject to achieving a minimum total shareholder return relative to the Nasdaq biotechnology index. The Company recognizes the compensation cost related to these grants to the extent it considers achievement of the milestones to be probable. In January 2018 and January and February 2019, the Company awarded PSUs to its executives and other members of senior management. These PSUs were earned in January 2019 and January 2020, based on the Board’s assessment of the level of achievement of agreed upon performance targets through December 31, 2018, and December 31, 2019, respectively. The PSUs awarded for the year ended December 31, 2018 vested in February 2021 and the PSUs awarded for the year ended December 31, 2019 vested in January 2022. The following table summarizes information about the weighted average grant-date fair value of the PSUs determined as of the date these were earned for the 2018 and 2019 PSUs, and the date of the grant for the 2021 PSUs: Granted Weighted average during the year grant ‑ date fair value 2021 555,600 $ 30.19 2020 91,003 $ 57.56 2019 132,362 $ 31.71 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) 2021 $ 5,074 2020 21,852 2019 1,056 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, 2021, 4,724 shares have been issued (December 31, 2020: 6,181 and December 31, 2019: 9,202). As of December 31, 2021, a total of 127,302 ordinary shares remains available for issuance under the ESPP plan. |