Share-based Compensation | 17. Share-based Compensation (i) Share-based Compensation of the Company The Company conditionally adopted a share option scheme on June 4, 2005 (as amended on March 21, 2007) and such scheme has a term of 10 years. It expired in 2016 and no further share options can be granted. Another share option scheme was conditionally adopted on April 24, 2015 (as amended on April 27, 2020) (the “Hutchmed Share Option Scheme”). Pursuant to the Hutchmed Share Option Scheme, the Board of Directors of the Company may, at its discretion, offer any employees and directors (including Executive and Non-executive Directors but excluding Independent Non-executive Directors) of the Company, holding companies of the Company and any of their subsidiaries or affiliates, and subsidiaries or affiliates of the Company share options to subscribe for shares of the Company. As at December 31, 2022, the aggregate number of shares issuable under the Hutchmed Share Option Scheme was 48,611,458 ordinary shares and the aggregate number of shares issuable under the prior share option scheme which expired in 2016 was 660,570 ordinary shares. The Company will issue new shares to satisfy share option exercises. Additionally, the number of shares authorized but unissued was 635,224,660 ordinary shares. Share options granted are generally subject to a four-year vesting schedule, depending on the nature and the purpose of the grant. Share options subject to the four-year vesting schedule, in general, vest 25% upon the first anniversary of the vesting commencement date as defined in the grant letter, and 25% every subsequent year. However, certain share option grants may have a different vesting schedule as approved by the Board of Directors of the Company. No outstanding share options will be exercisable or subject to vesting after the expiry of a maximum of eight A summary of the Company’s share option activity and related information is as follows: Weighted average Number of Weighted average remaining Aggregate share exercise price in contractual life intrinsic value options US$ per share (years) (in US$’000) Outstanding at January 1, 2020 19,432,560 4.48 6.67 24,316 Granted 15,437,080 4.66 Exercised (480,780) 1.23 Cancelled (4,486,200) 5.02 Expired (741,670) 6.46 Outstanding at December 31, 2020 29,160,990 4.49 7.21 53,990 Granted 10,174,840 5.96 Exercised (815,190) 3.01 Cancelled (1,287,650) 5.50 Expired (42,400) 5.52 Outstanding at December 31, 2021 37,190,590 4.88 7.04 82,377 Granted (note) 7,680,820 2.26 Exercised (244,490) 1.98 Cancelled (3,849,905) 5.19 Expired (1,255,620) 5.66 Outstanding at December 31, 2022 39,521,395 4.34 6.55 11,525 Vested and exercisable at December 31, 2021 16,077,770 4.24 4.91 46,491 Vested and exercisable at December 31, 2022 21,113,285 4.57 4.80 6,288 Note: Includes 861,220 share options (represented by 172,244 ADS) granted to an executive director in May 2022 where the number of share options exercisable is subject to a performance target based on a market condition covering the 3-year period from 2022 to 2024 which has been reflected in estimating the grant date fair value. The grant date fair value of such awards is US$0.24 per share using the Polynomial model. Vesting of such award will occur in March 2025. In estimating the fair value of share options granted, the following assumptions were used in the Polynomial model for awards granted in the periods indicated: Year Ended December 31, 2022 2021 2020 Weighted average grant date fair value of share options (in US$ per share) 0.85 2.24 1.76 Significant inputs into the valuation model (weighted average): Exercise price (in US$ per share) 2.26 5.96 4.66 Share price at effective date of grant (in US$ per share) 2.22 5.91 4.66 Expected volatility (note (a)) 46.7 % 41.1 % 42.6 % Risk-free interest rate (note (b)) 2.98 % 1.62 % 0.59 % Contractual life of share options (in years) 10 10 10 Expected dividend yield (note (c)) 0 % 0 % 0 % Notes: (a) The Company calculated its expected volatility with reference to the historical volatility prior to the issuances of share options. (b) For share options exercisable into ADS, the risk-free interest rates reference the U.S. Treasury yield curves because the Company’s ADS are currently listed on the NASDAQ and denominated in US$. For share options exercisable into ordinary shares, the risk-free interest rates reference the sovereign yield of the United Kingdom because the Company’s ordinary shares are currently listed on AIM and denominated in £. (c) The Company has not declared or paid any dividends and does not currently expect to do so prior to the exercise of the granted share options, and therefore uses an expected dividend yield of zero in the Polynomial model. The Company will issue new shares to satisfy share option exercises. The following table summarizes the Company’s share option exercises: Year Ended December 31, 2022 2021 2020 (in US$’000) Cash received from share option exercises 174 2,452 593 Total intrinsic value of share option exercises 92 2,999 2,475 The Group recognizes compensation expense on a graded vesting approach over the requisite service period. The following table presents share-based compensation expense included in the Group’s consolidated statements of operations: Year Ended December 31, 2022 2021 2020 (in US$’000) Research and development expenses 4,803 8,460 4,061 Selling and administrative expenses 1,803 7,783 4,586 Cost of revenues 130 122 90 6,736 16,365 8,737 As at December 31, 2022, the total unrecognized compensation cost was US$10,907,000, and will be recognized on a graded vesting approach over the weighted average remaining service period of 2.63 years. (ii) LTIP The Company grants awards under the LTIP to participating directors and employees, giving them a conditional right to receive ordinary shares of the Company or the equivalent ADS (collectively the “Awarded Shares”) to be purchased by the Trustee up to a cash amount. Vesting will depend upon continued employment of the award holder with the Group and will otherwise be at the discretion of the Board of Directors of the Company. Additionally, some awards are subject to change based on annual performance targets prior to their determination date. LTIP awards prior to the determination date Performance targets vary by award, and may include targets for shareholder returns, financings, revenues, net profit after taxes and the achievement of clinical and regulatory milestones. As the extent of achievement of the performance targets is uncertain prior to the determination date, a probability based on management’s assessment on the achievement of the performance target has been assigned to calculate the amount to be recognized as an expense over the requisite period with a corresponding entry to liability. LTIP awards after the determination date Upon the determination date, the Company will pay a determined monetary amount, up to the maximum cash amount based on the actual achievement of the performance target specified in the award, to the Trustee to purchase the Awarded Shares. Any cumulative compensation expense previously recognized as a liability will be transferred to additional paid-in capital. If the performance target is not achieved, no Awarded Shares of the Company will be purchased and the amount previously recorded in the liability will be reversed through share-based compensation expense. Granted awards under the LTIP are as follows: Maximum cash amount Covered Performance target Grant date (in US$ millions) financial years determination date April 20, 2020 5.3 2019 note (a) April 20, 2020 37.4 2020 note (b) April 20, 2020 1.9 note (c) note (c) April 20, 2020 0.2 note (d) note (d) August 12, 2020 2.1 2020 note (b) August 12, 2020 0.3 note (c) note (c) March 26, 2021 57.3 2021 note (b) September 1, 2021 7.3 2021 note (b) September 1, 2021 0.5 note (c) note (c) October 20, 2021 1.7 note (c) note (c) December 14, 2021 0.1 note (c) note (c) December 14, 2021 0.1 note (d) note (d) May 23, 2022 60.4 2022 note (b) September 13, 2022 3.8 2022 note (b) September 13, 2022 1.7 note (c) note (c) Notes: (a) This award does not stipulate performance targets and vesting occurs two business days after the announcement of the Group’s annual results for the financial year falling two years after the covered financial year to which the LTIP award relates. (b) The annual performance target determination date is the date of the announcement of the Group’s annual results for the covered financial year and vesting occurs two business days after the announcement of the Group’ s annual results for the financial year falling two years after the covered financial year to which the LTIP award relates . (c) This award does not stipulate performance targets and is subject to a vesting schedule of 25% on each of the first , second , third and fourth anniversaries of the date of grant . (d) This award does not stipulate performance targets and will be vested on the first anniversary of the date of grant. The Trustee has been set up solely for the purpose of purchasing and holding the Awarded Shares during the vesting period on behalf of the Company using funds provided by the Company. On the determination date, if any, the Company will determine the cash amount, based on the actual achievement of each annual performance target, for the Trustee to purchase the Awarded Shares. The Awarded Shares will then be held by the Trustee until they are vested. The Trustee’s assets include treasury shares and funds for additional treasury shares, trustee fees and expenses. The number of treasury shares (in the form of ordinary shares or ADS of the Company) held by the Trustee were as follows: Number of Cost treasury shares (in US$’000) As at January 1, 2020 941,310 6,079 Purchased 3,281,920 12,904 Vested (712,555) (4,828) As at December 31, 2020 3,510,675 14,155 Purchased 4,907,045 27,309 Vested (278,545) (1,450) As at December 31, 2021 8,139,175 40,014 Purchased 14,028,465 48,084 Vested (2,566,265) (12,034) As at December 31, 2022 19,601,375 76,064 Based on the estimated achievement of performance conditions for 2022 financial year LTIP awards, the determined monetary amount was US$17,429,000 which is recognized to share-based compensation expense over the requisite vesting period to March 2025. For the years ended December 31, 2022, 2021 and 2020, US$19,031,000, US$6,618,000 and US$7,038,000 of the LTIP awards were forfeited respectively based on the determined or estimated monetary amount as at the forfeiture date. The following table presents the share-based compensation expenses recognized under the LTIP awards: Year Ended December 31, 2022 2021 2020 (in US$’000) Research and development expenses 16,101 16,880 7,252 Selling and administrative expenses 7,376 8,451 3,552 Cost of revenues 373 294 101 23,850 25,625 10,905 Recorded with a corresponding credit to: Liability 6,216 14,263 7,778 Additional paid-in capital 17,634 11,362 3,127 23,850 25,625 10,905 For the years ended December 31, 2022, 2021 and 2020, US$15,351,000, US$8,516,000 and US$4,092,000 were reclassified from liability to additional paid-in capital respectively upon LTIP awards reaching the determination date. As at December 31, 2022 and 2021, US$3,701,000 and US$12,836,000 were recorded as liabilities respectively for LTIP awards prior to the determination date. As at December 31, 2022, the total unrecognized compensation cost was approximately US$34,668,000, which considers expected performance targets and the amounts expected to vest, and will be recognized over the requisite periods. |