Share-based compensation | 11 The Company’s share-based compensation plans include the amended and restated 2014 Share Incentive Plan (as amended, 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 2024, the Company’s shareholders approved an increase in the number of ordinary shares authorized for issuance under the 2014 Plan from 14,351,471 to 15,851,471 . 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 June 30, Six months ended June 30, 2024 2023 2024 2023 (in thousands) (in thousands) Cost of manufacturing services revenue $ 690 $ 138 $ 1,035 $ 162 Research and development 2,856 4,732 6,281 9,037 Selling, general and administrative 3,334 4,024 6,755 7,756 Total $ 6,880 $ 8,894 $ 14,071 $ 16,955 Share-based compensation expense recognized by award type for the 2014 Plans as well as the ESPP was as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 (in thousands) (in thousands) Award type/ESPP Share options $ 2,660 $ 3,485 $ 5,573 $ 6,759 Restricted share units 4,214 5,388 8,584 10,018 Performance share units 3 12 (96) 162 Employee share purchase plan 3 9 10 16 Total $ 6,880 $ 8,894 $ 14,071 $ 16,955 As of June 30, 2024, 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 $ 18,140 2.39 Restricted share units 23,471 1.82 Performance share units 52 0.36 Total $ 41,663 2.07 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. The Company will account for the forfeitures of awards to employees impacted by the divestment of the Lexington Facility as of the date employment with the Company ends, which are expected to occur in the third quarter of 2024. The Company expects this to reduce the unrecognized share-based compensation expense by approximately $4.7 million. 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. Any options that vest must be exercised by the tenth anniversary of the initial grant date. The following tables summarize option activity under the 2014 Plans for the six months ended June 30, 2024: Options Number of Weighted average ordinary shares exercise price Outstanding at December 31, 2023 4,974,030 23.25 Granted 1,041,780 $ 5.48 Forfeited (95,379) $ 20.17 Expired (213,446) $ 29.34 Outstanding at June 30, 2024 5,706,985 $ 19.83 Thereof, fully vested, and exercisable on June 30, 2024 3,206,653 $ 24.96 Thereof, outstanding and expected to vest after June 30, 2024 2,500,332 $ 13.25 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 3.3 As a result of the Lexington Transaction (refer to Note 3 “ Assets held for sale and divestiture of commercial manufacturing activities” 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 June 30, Six months ended June 30, Assumptions 2024 2023 2024 2023 Expected volatility 70% 70% 70% 70% Expected terms 10 years 10 years 10 years 10 years Risk free interest rate 4.32% 3.71% - 4.00% 4.32% 3.71% - 4.10% Expected dividend yield 0% 0% 0% 0% RSUs The following table summarizes the RSU activity for the six months ended June 30, 2024: RSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2023 2,264,369 $ 18.07 Granted 1,277,560 $ 5.50 Vested (850,589) $ 20.09 Forfeited (129,787) $ 13.96 Non-vested at June 30, 2024 2,561,553 $ 11.32 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 7.0 RSUs generally vest over one As a result of the Lexington Transaction (refer to Note 3 “ Assets held for sale and divestiture of commercial manufacturing activities” PSUs The following table summarizes the PSU activity for the six months ended June 30, 2024: PSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2023 222,550 $ 28.09 Forfeited (21,580) $ 26.18 Non-vested at June 30, 2024 200,970 $ 28.11 The Company granted ordinary shares to certain employees in December 2021 and at various dates during the year ended December 31, 2022 that will be earned upon achievement of defined milestones. Earned 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 June 30, 2024, two milestones had been achieved and vested in either 2022 or 2023. Additionally, another two milestones are considered probable as of December 31, 2023 and June 30, 2024. ESPP During the six months ended June 30, 2024, 10,150 ordinary shares were issued under the ESPP compared to 5,006 during the same period in 2023. As of June 30, 2024, 86,712 ordinary shares remain available for issuance under the ESPP compared to a total of 111,054 as of June 30, 2023. |