Share-based compensation | 10 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 . The 2014 Plan expires on January 9, 2024. In June 2018, the Company’s shareholders adopted and approved an employee share purchase plan (the “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, as amended. 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 September 30, Nine months ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Cost of manufacturing services revenue $ 315 $ 120 $ 477 $ 268 Research and development 5,638 3,730 14,675 12,090 Selling, general and administrative 5,144 3,758 12,900 9,932 Total $ 11,097 $ 7,608 $ 28,052 $ 22,290 Share-based compensation expense recognized by award type for the 2014 Plans as well as the ESPP was as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Award type/ESPP Share options $ 3,497 $ 3,448 $ 10,256 $ 10,141 Restricted share units 5,293 3,957 15,311 11,354 Performance share units 2,299 197 2,461 777 Employee share purchase plan 8 6 24 18 Total $ 11,097 $ 7,608 $ 28,052 $ 22,290 As of September 30, 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 $ 27,765 2.59 Restricted share units 35,763 2.03 Performance share units 556 1.20 Total $ 64,084 2.27 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% of each grant 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. All share options 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 nine months ended September 30, 2023: Options Number of Weighted average ordinary shares exercise price Outstanding at December 31, 2022 4,237,917 $ 26.13 Granted 1,575,430 $ 18.69 Forfeited (257,880) $ 22.82 Expired (131,026) $ 43.95 Exercised (12,882) $ 9.58 Outstanding at September 30, 2023 5,411,559 $ 23.73 Thereof, fully vested, and exercisable on September 30, 2023 2,826,806 $ 26.43 Thereof, outstanding and expected to vest after September 30, 2023 2,584,753 $ 20.76 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 17.1 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 September 30, Nine months ended September 30, Assumptions 2023 2022 2023 2022 Expected volatility 70% 70% 70% 70% Expected terms 10 years 10 years 10 years 10 years Risk free interest rate 3.71% - 4.00% 4.16% 3.71% - 4.10% 2.12% - 4.16% Expected dividend yield 0% 0% 0% 0% RSUs The following table summarizes the RSU activity for the nine months ended September 30, 2023: RSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2022 1,818,774 $ 20.46 Granted 1,614,925 $ 18.90 Vested (722,977) $ 22.57 Forfeited (224,402) $ 19.59 Non-vested at September 30, 2023 2,486,320 $ 18.91 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 30.5 RSUs vest over one PSUs The following table summarizes the PSU activity for the nine months ended September 30, 2023: PSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2022 400,690 $ 28.82 Vested (94,510) $ 30.65 Forfeited (42,745) $ 28.04 Non-vested at September 30, 2023 263,435 $ 28.29 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. As of September 30, 2023, two milestones had been achieved. Additionally, another milestone is considered probable as of September 30, 2023. The ESPP During the nine months ended September 30, 2023, 12,270 ordinary shares were issued under the ESPP compared to 9,305 during the same period in 2022. As of September 30, 2023, 103,790 ordinary shares remain available for issuance under the ESPP compared to a total of 117,997 as of September 30, 2022. |