Share-based compensation | Note 9 . 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 March 1, 2023, 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 the Company's employees. The following table summarizes changes in the number of shares available for grant under the Company’s equity incentive plans during the three-month period ended March 31, 2023 (unaudited): Number of shares Available for grant at December 31, 2022 2,000,364 Added to 2019 Share Incentive Plan 1,320,000 RSUs granted ( 15,935 ) Shares withheld in settlement of taxes and/or exercise price 11,468 Forfeitures 7,661 Available for grant at March 31, 2023 3,323,558 For the three-month periods ended March 31, 2022 and 2023, the Company recorded corresponding income tax benefits of $ 0.1 million and $ 0.1 million, respectively. As of March 31, 2023, the Company estimates the pre-tax unrecognized compensation expense of $ 20.6 million, net of estimated forfeitures, related to all unvested share-based awards, including share options and restricted share units will be recognized through the firs t quarter of 2027. 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 three-month period ended March 31, 2023 for estimating the forfeitures of share options and restricted share units granted. Share options Share options typically have a contractual term of ten years from grant date and typically vest over a four-year period. The following is a summary of option activity for the Company’s share incentive plans for the three-month period ended March 31, 2023 (unaudited): Options Weighted Weighted Aggregate Outstanding at December 31, 2022 3,395,219 $ 13.83 7.6 $ 28,985,969 Options exercised ( 50,831 ) $ 8.44 — $ — Options forfeited ( 1,187 ) $ 12.00 — $ — Outstanding at March 31, 2023 3,343,201 $ 13.91 7.4 $ 15,632,159 Options exercisable at March 31, 2023 1,925,300 $ 12.58 6.6 $ 11,296,025 Options vested and expected to vest at March 31, 2023 3,297,666 $ 13.89 7.4 $ 15,459,280 At March 31, 2023, the aggregate intrinsic value of options exercisable under the Company’s share incentive plans was $ 11.3 million. The Company had 50,831 options exercised during the three-month period ended March 31, 2023. At March 31, 2023, there was $ 10.7 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 third quarter of 2026. For the three-month periods ended March 31, 2022 and 2023, there were no shares options granted in either period. Restricted shares Restricted shares typically vest over a four-year period. The following is a summary of restricted shares activity for the Company’s share incentive plan for the three-month period ended March 31, 2023 (unaudited): Units Weighted RSU balance at December 31, 2022 696,990 $ 18.22 RSUs granted 15,935 $ 20.63 RSUs vested ( 44,706 ) $ 17.98 RSUs forfeited ( 6,474 ) $ 17.92 RSU balance at March 31, 2023 661,745 $ 18.29 During the three-month period ended March 31, 2023, 15,935 RSUs were granted under the Company’s 2019 Share Incentive Plan and 44,706 RSUs vested. The Company withheld 11,468 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. As of March 31, 2023, there was $ 9.9 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 first quarter of 2027. 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, 2023 and runs through June 30, 2023. 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 273,133 additional shares on March 1, 2023. For the three-month periods ended March 31, 2022 and 2023, the Company recognized $ 0.2 million and $ 0.3 million, respectively, of share-based compensation expense related to the ESPP. |