Share-Based Payments | 16 Share-Based Payments During the years ended December 31, 2022, 2021, and 2020, our share-based payment arrangements led to the following expenses: Years ended December 31, (in millions) Note 2022 2021 2020 Expense arising from equity-settled share-based payment arrangements € 46.5 € 61.0 € 32.1 Employee Stock Ownership Plan 16.5 13.8 20.2 17.1 Chief Executive Officer Grant 16.4 3.1 5.9 11.3 Management Board Grant (1) 16.3 4.3 2.4 2.7 BioNTech 2020 Employee Equity Plan for Employees Based Outside North America 16.1 25.3 32.5 1.0 Expense arising from cash-settled share-based payment arrangements 61.5 32.7 0.7 Employee Stock Ownership Plan 16.5 53.4 6.3 — Management Board Grant (1) 16.2, — 3.6 0.7 BioNTech Restricted Stock Unit Plan for North America Employees 16.1 8.1 22.8 — Total € 108.0 € 93.7 € 32.8 Cost of sales 3.0 7.0 1.1 Research and development expenses 84.6 60.5 24.9 Sales and marketing expenses 0.8 0.5 0.1 General and administrative expenses 19.6 25.7 6.7 Total € 108.0 € 93.7 € 32.8 (1) In May 2021 and 2022, phantom options were granted under the Management Board Grant for the years 2021 and 2022 which led to a modification from equity-settled to cash-settled share-based payment arrangement and a reclassification of €1.1 million and €3.3 million between equity and non-current one-time During the years ended December 31, 2022, 2021, and 2020, our share-based payment arrangements led to a cash outflow million and nil million, respectively. We expect to settle equity-settled share-based payment arrangements under the Chief Executive Officer Grant (see Note 16.4) and under the Employee Stock Ownership Plan (see Note 16.5) on a net basis by delivering to the participant a number of ADSs equal to the net value of the exercised option rights after deduction of (i) the exercise price and (ii) the applicable wage taxes (including solidarity surcharge thereon and church tax, if applicable) and social security contributions resulting from such exercise. This reduces the dilutive impact of the respective rights. If all of the rights outstanding as of December 31, 2022, will be exercised accordingly, the cash outflow to the tax authority in 2023 would amount to approximately €360.0 million (based on the share price as of December 31, 2022). 16.1 BioNTech Employee Equity Plan BioNTech 2020 Employee Equity Plan for Employees Based Outside North America (Equity-Settled) Description of Share-Based Payments In December 2020, we approved the BioNTech 2020 Employee Equity Plan for employees based outside North America, or the European Plan. Under the European Plan, Restricted Stock Units, or RSUs, are offered to our employees. As of the grant date in February 2021, the European Plan was implemented for the calendar year 2020 by entering into award agreements with our employees under the LTI 2020 program. In addition, further award agreements were entered into under the LTI-plus LTI-plus LTI-plus Measurement of Fair Values The fair values of the awards issued under the European Plan were based upon the price of our ADSs representing ordinary shares at grant date. Reconciliation of Outstanding Share-Options LTI-plus program LTI 2020 program LTI 2021 program LTI 2022 program As of January 1, 2021 396,938 252,766 — — Forfeited / Modified (24,927 ) (10,350 ) — — Granted / Allocated — — 110,036 — As of December 31, 2021 372,011 242,416 110,036 — As of January 1, 2022 372,011 242,416 110,036 — Forfeited / Modified (7,932 ) (7,111 ) (5,428 ) — Granted / Allocated — — — 396,110 Exercised (1) (364,079 ) — — — As of December 31, 2022 — 235,305 104,608 396,110 thereof vested — 119,291 27,365 — thereof un-vested — 116,014 77,243 396,110 (1) The closing price of an American Depositary Share of BioNTech on Nasdaq on December 15, 2022, the settlement date, converted from USD to Euro using the exchange rate published by the German Central Bank ( Deutsche Bundesbank) Inputs Used in Measurement of the Fair Values at Grant Dates LTI-plus program LTI 2020 program LTI 2021 program LTI 2022 program Weighted average fair value 87.60 92.21 203.22 165.03 Waiting period (in years) 2.0 4.0 4.0 4.0 BioNTech 2020 Restricted Stock Unit Plan for North America Employees (Cash-Settled) Description of Share-Based Payments In December 2020, we approved the BioNTech 2020 Restricted Stock Unit Plan for North America Employees, or the North American Plan. Under the North American Plan, RSUs are offered to our employees. These RSUs vest over four years, with 25 % vesting one year after the service commencement date and the remainder vesting in equal quarterly installments thereafter. The first awards under the North American Plan were granted in February 2021. The service date for these awards is the date as of which the employee became employed by BioNTech US. During the years ended December 31, 2022, and 2021, further awards were granted under the North American Plan, which included awards granted to new hire employees and ongoing recurring awards to existing employees on the approximate anniversary of each employee’s start date of employment with BioNTech US. As these RSUs are intended to be cash-settled upon vesting, the awards were defined as a cash-settled share-based payment arrangement. During the years ended December 31, 2022, 2021, and 2020, the exercise of RSUs resulted in a cash outflow of € and nil , respectively As of December 31, 2022, the liability related to these awards amount ed 16.2 Management Board Grant – Short-Term Incentive (Cash-Settled) The service agreements with our Management Board provide for a short-term incentive compensation which is an annual performance-related bonus for the years of their respective service periods. 50% of those yearly awards are paid out one year after the achievement of the performance targets for the respective bonus year has been determined subject to an adjustment relative to the performance of the price of the American Depositary Shares representing our ordinary shares during that year (second installment). The second installments represent cash-settled share-based payment arrangements. The fair values of the liabilities are recognized over the awards’ vesting periods beginning when entering or renewing service agreements, i.e., being the service commencement date, until each separate determination date and are remeasured until settlement date. As of December 31, 2022, the liability related to these awards amounted 16.3 Management Board Grant Long-Term Incentive (Partly Equity-Settled, Partly Cash-Settled) Description of Share-Based Payments The service agreements with our Management Board provide for long-term incentive compensation (Management Board Grant - LTI) through an annual grant of options to acquire BioNTech shares during their respective service periods. The options granted each year will be subject to the terms and conditions of the respective authorizations of the Annual General Meeting creating our Employee Stock Ownership Plan (ESOP) and the applicable option agreement thereunder. The options will vest annually in equal installments over four years commencing on the first anniversary of the allocation date and will be exercisable four years after the allocation date. The vested options can only be exercised if each of the following performance criteria has been achieved: (i) at the time of exercise, the current price is equal to or greater than the threshold amount (that is, the exercise price, provided that such amount increases by seven percentage points on each anniversary of the allocation date); (ii) at the time of exercise, the current price is at least equal to the target price (that is, (a) for the twelve-month period starting on the fourth anniversary of the allocation date, $8.5 billion divided by the total number of the ordinary shares outstanding immediately following the initial public offering (other than ordinary shares owned by BioNTech), and (b) for each twelve-month period starting on the fifth or subsequent anniversary of the allocation date, 107% of the target share price applicable for the prior twelve-month period); and (iii) the closing price for the fifth trading day prior to the start of the relevant exercise window is higher than the exercise price by at least the same percentage by which the Nasdaq Biotechnology Index or a comparable successor index as of such time is higher than such index was as of the last trading day before the allocation date. Following the expiry of the waiting period, option rights may be exercised during the exercise windows as set out in the ESOP agreement. The option rights can be exercised up to after the allocation date. If they have not been exercised by that date, they will be forfeited without compensation. The right to receive options generally represents an equity-settled share-based payment arrangement. The allocation of the number of issued options in 2020 occurred in February 2020. In May 2021 and May 2022, phantom options equivalent to the number of options the Management Board members would have been entitled to receive for 2021 and 2022 were granted under the Management Board Grant which led to a modification from equity-settled to cash-settled share-based payment arrangement and a reclassification of €1.1 million and €3.3 million between equity and non-current Measurement of Fair Values A Monte-Carlo simulation model has been used to measure the fair values at the (estimated) allocation dates of the Management Board Grant. This model incorporates the impact of the performance criteria regarding share price and index development described above. The parameters used for measuring the fair values as of the respective (estimated) allocation dates were as follows: Allocation date February 2020 Allocation date May 12, 2021 (1) Allocation date May 17, 2021 (1) Allocation date May 2022 (1) Weighted average fair value € 10.83 € 54.51 € 50.69 € 65.99 Weighted average share price € 28.20 € 174.51 € 185.92 € 153.16 Exercise price (2) € 28.32 € 173.66 € 175.16 € 142.60 Expected volatility (%) 36.6 % 46.5 % 46.5 % 44.4 % Expected life (years) 4.8 4.6 4.6 5.8 Risk-free interest rate (%) 1.6 % 3.8 % 3.8 % 3.9 % (1) Classified as cash-settled share-based payment arrangement; all other share-based payment arrangements are classified as equity-settled. (2) The share options allocated as of February 2020 and the phantom share options allocated as of May 2021 and 2022 are subject to an effective exercise price cap. Estimated allocation date 2023 Estimated allocation date 2024 Estimated allocation date 2025 Estimated allocation date 2026 Weighted average fair value (1) € 63.84 € 57.06 € 54.80 € 49.70 Weighted average share price (1) € 140.84 € 140.84 € 140.84 € 140.84 Exercise price (1) € 142.95 € 148.51 € 155.51 € 161.62 Expected volatility (%) 43.1 % 38.3 % 38.2 % 38.5 % Expected life (years) (1) 5.8 5.8 5.8 5.8 Risk-free interest rate (%) 3.9 % 3.9 % 3.9 % 3.9 % (1) Valuation parameter for estimated allocation dates derived from the Monte-Carlo simulation model . For the awards allocated as of February 2020, the exercise price for each option is $30.78 (€28.32), calculated using the foreign exchange rate published by the German Central Bank ( Deutsche Bundesbank , Deutsche Bundesbank , s Reconciliation of Outstanding Share-Options The (phantom) share options allocated and expected to be allocated to our Management Board as of December 31, 2022, are presented in the table below. Allocation date February 2020 Allocation date May 12, 2021 (1) Allocation date May 17, 2021 (1) Allocation date May 2022 (1) (Phantom) share options outstanding (expected to be allocated) 248,096 45,279 6,463 86,118 thereof allocated and vested but subject to performance and waiting requirements 124,048 11,320 1,616 — thereof allocated and un-vested 124,048 33,959 4,847 86,118 Weighted 28.32 173.66 175.16 142.60 (1) Classified as cash-settled share-based payment arrangement; all other share-based payment arrangements are classified as equity-settled. Estimated allocation date 2023 (1) Estimated allocation date 2024 (1) Estimated allocation date 2025 (1) Estimated allocation date 2026 (1) (Phantom) share options outstanding (expected to be allocated) 97,436 93,785 63,251 48,705 Weighted 142.95 148.51 155.51 161.62 (1) Valuation parameter derived from the Monte-Carlo simulation model. For the awards with estimated allocation dates , As of December 31, 2022, the share options allocated and expected to be allocated under our equity-settled share-based payment arrangements had a remaining weighted average expected li As of December 31, 2022, the liability related to the phantom option awards amount ed 16.4 Chief Executive Officer Grant (Equity-Settled) Description of Share-Based Payments In September 2019, we granted Prof. Ugur Sahin, M.D. , , which is subject to the effective exercise price cap and the maximum cap mechanism. Under the exercise price cap the exercise price shall be adjusted to ensure that the current price of an ADS as of the exercise date does not exceed 800% of the exercise price. Under the maximum cap mechanism the maximum economic benefit receivable in respect of any exercised option, is capped at $ t p , after the allocation date. If they have not been exercised by that date, they will be forfeited without compensation. Measurement of Fair Values A Monte-Carlo simulation model has been used to measure the fair value at the grant date of the Chief Executive Officer Grant. This model incorporates the impact of the performance criteria regarding share price and index development described above in the calculation of the award’s fair value at grant the date. The inputs used in the measurement of the fair value at grant the date of the Chief Executive Officer Grant were as follows: Grant date October 9, 2019 Weighted average fair value € 5.63 Weighted average share price € 13.60 Exercise price € 13.60 Expected volatility (%) 41.4 % Expected life (years) 5.4 Risk-free interest rate (%) 1.5 % Expected volatility was based on an evaluation of the historical volatilities of comparable companies over the historical period commensurate with the expected term. The expected term was based on general option holder behavior for employee options. Reconciliation of Outstanding Share-Options During the years ended December 31, 2022, and 2021, no further options were granted or forfeited. As of December 31, 2022 As of December 31, 2022, the share options outstanding had a remaining weighted 16.5 Employee Stock Ownership Plan (Partly Equity-Settled, Partly Cash-Settled) Description of Share-Based Payments Based on an authorization of the general meeting on August 18, 2017, we established a share option program under which we granted selected employees options to receive our shares. The program is designed as an Employee Stock Ownership Plan, or ESOP. We offered the participants a certain number of rights by explicit acceptance by the participants. The exercise of the option rights in accordance with the agreement gives the participants the right to obtain shares against payment of the exercise price. With respect to the Management Board members, other than Ryan Richardson, who was not a Management Board member at the time the options were granted, the options are subject to the effective exercise price cap as well as the maximum cap mechanism. Under the exercise price cap the exercise price shall be adjusted to ensure that the current price of an ADS as of the exercise date does not exceed 800% of the exercise price. Under the maximum cap mechanism, the maximum economic benefit receivable in respect of any exercised option, is capped at $240. As a result, the effective exercise price will not increase above a Euro amount equivalent to $ . The option rights (other than Prof. Özlem Türeci’s, M.D., and Ryan Richardson’s options) generally fully vest after four years and can only be exercised if: (i) the waiting period of four years has elapsed; and (ii) at the time of exercise, the average closing price of the shares of the Company or the average closing price of the right or certificate to be converted into an amount per share on the previous ten trading days preceding the exercise of the option right exceeds the strike price by a minimum of %, with this percentage increasing by eight percentage points as of the fifth anniversary of the respective issue date and as of each subsequent anniversary date. Following the expiry of the waiting period, option rights may be exercised within a period of four weeks from the date of the Annual General Meeting or the publication of the annual financial statements, the semi-annual report or our most recent quarterly report or interim report (exercise windows). The option rights can be exercised up to eight years after the allocation date. If they have not been exercised by that date, they will be forfeited without compensation. By way of a shareholders’ resolution of the general meeting on August 19, 2019, the authorization to issue such option rights was amended such that, in order for the options to be exercisable, the average closing price of the Company’s shares or the average closing price of the right or certificate to be converted into an amount per share on the ten trading days immediately preceding the exercise must exceed the strike price by a minimum increasing by seven percentage points as of the fifth anniversary of the issue date and as of each subsequent anniversary date. Also, in addition to the aforementioned requirements, the exercise is only possible if the share price (calculated by reference to the price of the ordinary share underlying the ADS) has performed similar to or better than the Nasdaq Biotechnology Index. The changes made do not affect option rights already issued. Measurement of Fair Values The fair value of the ESOP has been measured using a binomial model. Service conditions attached to the arrangement were not taken into account in measuring the fair value. The share options can only be exercised by the grantee if the price of the share is equal or greater to the t a the The inputs used in the measurement of the fair values at th e Grant date November 15, 2018 Grant dates between February 21 and April 3, 2019 Grant dates between April 29 and May 31, 2019 Grant date December 1, 2019 Weighted average fair value € 7.41 € 6.93 € 7.04 € 9.49 Weighted average share price € 14.40 € 15.72 € 16.03 € 19.84 Exercise price (1) € 10.14 € 15.03 € 15.39 € 15.82 Expected volatility (%) 46.0 % 46.0 % 46.0 % 46.0 % Expected life (years) 5.8 6.0 6.0 5.5 Risk-free interest rate (%) 0.1 % 0.1 % 0.1 % 0.1 % (1) With respect to the Management Board members, other than Ryan Richardson who was not a Management Board member at the time the options were granted, the options are subject to the effective exercise price cap as well as the maximum cap mechanism. Expected volatility has been based on an evaluation of the historical and the implied volatilities of comparable companies over the historical period commensurate with the expected term. The expected term has been based on general option holder behavior for employee options. Reconciliation of Outstanding Share-Options (Equity-Settled) Set out below is an overview of changes to share options outstanding and number of ordinary shares underlying these options that occurred during the periods indicated: Share options outstanding Number of ordinary shares underlying options Weighted average exercise price (€) (1) As of January 1, 2021 645,892 11,626,056 10.23 Forfeited (3,885 ) (69,932 ) 10.14 As of December 31, 2021 642,007 11,556,124 10.23 As of January 1, 2022 642,007 11,556,124 10.23 Modified (2) (1,040 ) (18,720 ) 10.14 Exercised (3) (583,383 ) (10,500,890 ) 10.14 As of December 31, 2022 57,584 1,036,514 11.10 thereof vested 48,331 869,960 10.14 thereof un-vested 9,253 166,554 15.29 (1) With respect to the Management Board members, other than Ryan Richardson who was not a Management Board member at the time the options were granted, the options are subject to the effective exercise price cap as well as the maximum cap mechanism. (2) Rights have been modified to cash-settled rights, all other terms remained unchanged . (3) The average closing price of an Deutsche Bundesbank) The Supervisory Board determined in September 2022 that the ESOP settlement in November and December 2022 would be made by delivery of shares (in the form of ADSs) equal to the net value of the exercised option rights after deduction of (i) the exercise price and (ii) the applicable wage taxes (including solidarity surcharge thereon and church tax, if applicable) and social security contributions resulting from such exercise. The respective number of ADS s settlement mechanism As of December 31, 2022, the share options outstanding under our equity-settled share-based payment arrangements had a remaining weighted average expected life of Development of Share-Options (Cash-Settled) During the year ended December 31, 2022, 343,854 phantom options were granted under the ESOP which each gives the participants the right to receive a cash-payment equal to the difference between an exercise closing price (average closing price of an American Depositary Share of BioNTech on Nasdaq over the last ten trading days preceding the exercise date) and the exercise price. Generally, the options’ exercise prices are €10.14. Contemporaneous phantom The average closing prices (10-day averages) of an American Depositary Share of BioNTech on Nasdaq weighted over the various settlement dates converted from USD to Euro using the exchange rate published by the German Central Bank (Deutsche Bundesbank) , , The liability is based on the fair value of the respective rights. The fair value is measured using a binomial model consistent with the grant date fair value measurement of the equity-based option rights described above which is updated on every reporting date. |