Share-based compensation | Note 10. Share-based compensation 2019 Share incentive plan In June 2019, the Company’s Board of Directors adopted, and its shareholders approved, the 2019 Share Incentive Plan (“2019 Plan”). The 2019 Plan provides for the grant of incentive share options, nonqualified share options, share appreciation rights, restricted share awards (“RSAs”), restricted share units (“RSUs”), other share-based awards and performance awards. The share reserve under the 2019 Plan is automatically increased on the first day of each fiscal year, beginning with the fiscal year ended December 31, 2020 and continuing until, and including, the fiscal year ending December 31, 2029. The number of shares added annually is equal to the lowest of 1,320,000 shares, 5 % of the number of the Company’s shares outstanding on the first day of such fiscal year, or an amount determined by the Board of Directors. On February 25, 2022, the Company registered 1,320,000 additional shares that may be issued under the 2019 Plan. The Company’s employees, officers, directors, consultants, and advisors are eligible to receive awards under the 2019 Plan. Incentive share options, however, may only be granted to its employees. The following table summarizes changes in the number of shares available for grant under the Company’s equity incentive plans during the six-month period ended June 30, 2022 (unaudited): Number of shares Available for grant at December 31, 2021 1,853,240 Added to 2019 Share Incentive Plan 1,320,000 RSUs granted ( 381,366 ) Options granted ( 813,000 ) Shares withheld in settlement of taxes and/or exercise price 31,309 Expirations 1,125 Forfeitures 96,364 Available for grant at June 30, 2022 2,107,672 Share-based compensation The following table shows total share-based compensation expense for the three-month and six-month periods ended June 30, 2021 and 2022 (unaudited and in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2022 2021 2022 Cost of revenues $ 50 $ 50 $ 69 $ 107 Research and development 842 1,011 1,359 2,033 Sales and marketing 539 578 834 1,205 General and administrative 667 878 1,246 1,592 Total share-based compensation expense $ 2,098 $ 2,517 $ 3,508 $ 4,937 For the three-month periods ended June 30, 2021 and 2022, the Company recorded corresponding income tax benefits of $ 1.1 million and $ 0.3 million, respectively, and for the six-month periods ended June 30, 2021 and 2022, the Company recorded corresponding tax benefits of $ 2.4 million and $ 0.5 million, respectively. As of June 30, 2022, the Company estimates the pre-tax unrecognized compensation expense of $ 25.3 million, net of estimated forfeitures, related to all unvested share-based awards, including share options and restricted share units will be recognized through the second quarter of 2026. The Company expects to satisfy the exercise of share options and future distributions of shares for restricted share units by issuing new ordinary shares that have been reserved under the 2019 Plan. The Company uses the Black-Scholes option pricing model to estimate the fair value of share options. The Company utilized a forfeiture rate of 8.2 % during the six-month period ended June 30, 2022 for estimating the forfeitures of share options and restricted share units granted. Share options The following is a summary of option activity for the Company’s share incentive plans for the six-month period ended June 30, 2022 (unaudited): Options Weighted Weighted Aggregate Outstanding at December 31, 2021 2,797,992 $ 12.64 7.9 $ 38,295,799 Options granted 813,000 $ 15.11 — $ — Options exercised ( 27,107 ) $ 9.18 — $ — Options expired ( 1,125 ) $ 12.00 — $ — Options forfeited ( 85,958 ) $ 8.53 — $ — Outstanding at June 30, 2022 3,496,802 $ 13.35 7.7 $ 9,219,487 Options exercisable at June 30, 2022 1,682,603 $ 11.99 6.7 $ 5,927,536 Options vested and expected to vest at June 30, 2022 3,406,550 $ 13.32 7.7 $ 9,076,130 Share options typically have a contractual term of ten years from grant date. At June 30, 2022, the aggregate intrinsic value of options exercisable under the Company’s share incentive plans was $ 5.9 million. The Company had 27,107 options exercised during the six-month period ended June 30, 2022. At June 30, 2022, there was $ 13.3 million in unrecognized pre-tax share-based compensation expense, net of estimated forfeitures, related to unvested share option awards. The unrecognized share-based compensation expense is expected to be recognized through the second quarter of 2026. The fair value of options granted are estimated on the date of grant using the Black-Scholes option pricing model. The fair value of share options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of share options is estimated using the following weighted-average assumptions (unaudited): Six Months Ended June 30, 2021 2022 Expected dividend yield — — Risk-free interest rate 1.14 % 2.43 % Weighted-average expected volatility 50.9 % 61.3 % Expected term (in years) 6.5 4.5 Weighted average grant-date fair value per share of options granted $ 21.36 $ 8.15 Restricted shares The following is a summary of restricted shares activity for the Company’s share incentive plan for the six-month period ended June 30, 2022 (unaudited): Units Weighted RSU balance at December 31, 2021 547,343 $ 22.47 RSUs granted 381,366 $ 14.94 RSUs vested ( 146,016 ) $ 24.37 RSUs forfeited ( 10,406 ) $ 36.77 RSU balance at June 30, 2022 772,287 $ 18.20 During the six-month period ended June 30, 2022, 381,366 RSUs were granted under the Company’s 2019 Share Incentive Plan and 146,016 RSUs vested. The Company withheld 31,309 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. As of June 30, 2022, there was $ 12.0 million in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to unvested restricted share units. The unrecognized compensation expense is expected to be recognized through the second quarter of 2026. Employee share purchase plan In June 2019, the Company’s Board of Directors adopted, and its shareholders approved, the Employee Share Purchase Plan (“ESPP”). The ESPP was effective on June 25, 2019, and the initial offering period of six-months commenced on January 1, 2021. The current offering period of six months commenced on January 1, 2022 and runs through June 30, 2022. The purchase price of the shares is 85 % of the lower of the fair market value of the Company’s ordinary shares on the first trading day of the offering period and the purchase date. The ESPP includes an annual increase to the shares available for sale on the first day of each fiscal year beginning in 2020, equal to the lesser of: 275,000 shares, 1 % of the outstanding shares as of the last day of the immediately preceding fiscal year, or such other amount as the administrator may determine. The Company registered 267,352 additional shares on February 25, 2022. For the three-month periods ended June 30, 2021 and 2022, the Company recognized $ 0.3 million and $ 0.3 million, respectively, of share-based compensation expense related to the ESPP. For the six-month periods ended June 30, 2021 and 2022, the Company recognized $ 0.3 million and $ 0.5 million, respectively, of share-based compensation expense related to the ESPP. There were 39,061 shares issued under the ESPP during the three and six-month periods ended June 30, 2021 and 87,229 shares issued under the ESPP during the three and six-month periods ended June 30, 2022. |