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”). The number of shares authorized for issuance under the 2014 Plan is 12,601,471 . On April 28, 2023, the Company filed a definitive proxy statement with the SEC, seeking shareholder approval to, among other things, amend and restate the 2014 Plan to increase the shares available thereunder. In June 2018, the Company’s shareholders adopted and approved an employee share purchase plan (“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. 2014 Plans and ESPP Share-based compensation expense recognized by classification included in the Consolidated statements of operations and comprehensive loss in relation to the 2014 Plans and the ESPP for the periods indicated below was as follows: Three months ended March 31, 2023 2022 (in thousands) Cost of manufacturing services revenue $ 24 $ — Research and development 4,305 4,054 Selling, general and administrative 3,732 2,814 Total $ 8,061 $ 6,868 Share-based compensation expense recognized by award type of the 2014 Plans as well as the ESPP was as follows: Three months ended March 31, 2023 2022 (in thousands) Award type/ESPP Share options $ 3,274 $ 3,255 Restricted share units 4,630 3,270 Performance share units 150 338 Employee share purchase plan 7 5 Total $ 8,061 $ 6,868 As of March 31, 2023, 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 $ 32,390 2.89 Restricted share units 43,140 2.35 Performance share units 12 0.12 Total $ 75,542 2.58 The Company satisfies the exercise of share options and vesting of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) through newly issued ordinary 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 share options that vest must be exercised by the tenth anniversary of the initial grant date. The following tables summarize share option activity under the 2014 Plans for the three months ended March 31, 2023: Options Number of Weighted average ordinary shares exercise price Outstanding at December 31, 2022 4,237,917 $ 26.13 Granted 1,049,350 $ 20.06 Forfeited (74,916) $ 24.38 Expired (51,606) $ 54.74 Exercised (10,055) $ 8.64 Outstanding at March 31, 2023 5,150,690 $ 24.66 Thereof, fully vested and exercisable on March 31, 2023 2,438,321 $ 27.41 Thereof, outstanding and expected to vest after March 31, 2023 2,712,369 $ 22.20 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 12.3 Proceeds from option sales during the period (in $ millions) $ 0.1 The fair value of each share 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 March 31, Assumptions 2023 2022 Expected volatility 70% 70% Expected terms 10 years 10 years Risk free interest rate 4.10% 2.12% Expected dividend yield 0% 0% RSUs The following table summarizes the RSU activity for the three months ended March 31, 2023: RSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2022 1,818,774 $ 20.46 Granted 1,202,150 $ 20.06 Vested (520,046) $ 22.86 Forfeited (65,982) $ 19.50 Non-vested at March 31, 2023 2,434,896 $ 19.78 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 24.1 RSUs vest over one PSUs The following table summarizes the PSU activity for the three months ended March 31, 2023: PSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2022 400,690 $ 28.82 Vested (46,045) $ 28.60 Forfeited (17,395) $ 26.12 Non-vested at March 31, 2023 337,250 $ 28.99 The Company granted ordinary shares to certain employees in September and December 2021 and at various dates during the year ended December 31, 2022 that will be earned upon the achievement of defined milestones. Such ordinary 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 ordinary shares granted in December 2021 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. Achievement of one of the total five defined milestones was met as of December 31, 2022 and another one of the total five defined milestones was met as of March 31, 2023. ESPP During the three months ended March 31, 2023, 2,495 ordinary shares were issued under the ESPP compared to 3,558 during the same period in 2022. As of March 31, 2023, a total of 113,565 ordinary shares remains available for issuance under the ESPP plan compared to a total of 123,744 as of March 31, 2022. |