Share-based payments | 18. Share-based payments Immatics Biotechnologies GmbH previously issued share-based awards to employees under two different plans. Under the Immatics Biotechnologies GmbH Stock Appreciation Program 2010 (the “2010 Plan”), the Company issued stock appreciation rights (“SARs”), which the Group accounted for as cash-settled awards. Under the Immatics Biotechnologies 2016 Equity Incentive Plan (“2016 Plan”), the Company issued tandem awards, which allowed employees to exercise their awards as either a SAR or a stock option. In 2020, prior to the ARYA Merger, Immatics N.V. established the new equity incentive plan (“2020 Equity Plan”). As part of the ARYA Merger, the 2010 Plan and the 2016 Plan were converted and were superseded by the 2020 Equity Plan as described below. Share appreciation rights (“the 2010 Plan”) Effective January 1, 2005, in addition to performance-related compensation, certain Immatics employees became eligible to participate in a Stock Appreciation Rights (SAR) Program as part of a long-term equity incentive scheme. The aim of this program was to give employees a long-term stake in the success of the Company. The SAR program was adopted by resolutions by the supervisory board in January 2005 and was subsequently amended on February 6, 2007 and September 7, 2010. Under the 2010 Plan, the beneficiaries received SAR awards, which did not require any cash investment into the company. SARs granted under this program carried no dividend or voting rights. The award holders had the right to execute the vested SARs only in a defined exit event. An exit event was defined as the acquisition of more tha n 50.00% of the outstanding shares by a third party. SARs granted under the 2010 Plan vested based on the satisfaction of service requirements (time-based vesting). These awards generally had a five-year graded vesting period. Employees leaving the Group were able to retain any vested awards as of their termination date, unless they were terminated for cause. Per the terms of the SAR agreements, employees were not entitled to subscribe to shares in the Group. Therefore, SARs granted under the 2010 Plan might be settled in cash only. As awards issued under the 2010 Plan were cash settled, the Group applied liability accounting and revalued the outstanding awards at each reporting date. The Group applied a Black Scholes pricing model to estimate the fair value of the SARs as of December 31, 2019 and 2018 based on a company value of $350,000 thousand and $160,000 thousand, respectively. December 31, Amounts in USD 2019 2018 Exercise price $ 1.12 $ 1.12 Underlying share price $ 67.87 $ 27.21 Volatility 73 % 64 % Time period (years) 1.25 5.00 Risk free rate 1.59 % 2.77 % Dividend yield 0.00 % 0.00 % Combined probability of exit events 80.00 % 25.00 % Expected volatility was determined by calculating the historic volatility in share prices of peer companies within the biotechnology industry. The expected life in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability Set out below are summaries of SARs issued during 2019 and 2018: 2019 2018 Weighted average Number Weighted average Number SARs outstanding at January 1, $ 1.12 43,675 $ 1.12 43,978 SARs granted — — SARs forfeited 1.12 220 1.12 303 SARs outstanding at December 31, 1.12 43,455 1.12 43,675 SARs vested $ 1.12 117 $ 1.12 169 SARs exercisable — — There were no awards issued under the 2010 Plan as of December 31, 2020, 2019 or 2018. Resulting from these awards Immatics had other non-current 2016 Equity Incentive Plan (“the 2016 Plan”) On February 8, 2017, the Company established the “2016 Equity Incentive Plan” to provide employees and consultants of the Group the ability to share in the Company’s future success. Awards issued under the 2016 Plan were tandem awards, which consisted of an option to acquire a stated number of shares at a stated exercise price, or alternatively, the right to receive any appreciation in the value of the stated number of shares (“SAR portion”). Generally, the tandem awards issued under the 2016 Plan had a five-year vesting period. The first annual tranche vested on the first anniversary of the grant date. Following the first anniversary, the awards continued to vest on a monthly basis. Vesting was contingent on the recipient’s continued service to the Group. Employees which left the Group were able to retain any awards vested as of their termination date, unless they were terminated for cause. Former employees forfeited their awards, if they remained unexercised more than three months after an IPO or change in control. In the event of a change in control, the unvested portion of the Tandem Award should immediately vest. The Tandem Award (to the extent vested) might only be exercised after the contribution of all Immatics shares to a holding company for purposes of an indirect IPO, a change in control, or the expiration of a certain lock-up Under the terms of the 2016 Plan, options had to be settled in equity shares of the Group, while SAR portions might be settled in either equity shares or cash, at the Group’s discretion. While the Group did not have a policy or prior history of settling these awards, it intended to settle outstanding awards in equity shares. As a result, the Group was treating awards issued under the 2016 plan as equity settled. Subsequent settlements of SARs in cash, to the extent they occurred, would be recorded via an adjustment to equity. Each option or SAR issued under the plan might be settled for one common share of the Group in the event it is exercisable. Set out below are summaries of tandem awards issued during 2019 and 2018: 2019 2018 Weighted average Number Weighted average Number Tandem Awards outstanding at January 1, $ 16.65 74,401 $ 16.65 31,880 Tandem awards granted in June to September 18.30 26,557 16.65 43,964 Tandem awards granted in December 23.82 5,447 Tandem awards forfeited 16.81 2,936 16.65 1,443 Tandem awards outstanding at December 31, 17.45 103,469 16.65 74,401 Tandem awards vested $ 16.76 16,238 $ 16.65 14,350 Tandem awards exercisable — — Weighted average remaining contract life (years) 8.56 9.12 Weighted average fair value of options granted in USD till September 10.27 4.51 Weighted average fair value of options granted in USD for December 53.41 — The Group used a Black Scholes pricing model to estimate the fair value of equity settled tandem awards issued during 2019 until September 2019, based on a company valuation of $160 million. The fair value of tandem awards issued in December 2019 was based on a company valuation of $350 million. Amounts in USD December 2019 June 2019 - December 2018 Exercise price in USD $ 23.82 $ 18.30 $ 16.65 Underlying share price in USD $ 67.87 $ 16.94 $ 27.21 Volatility 73 % 78 % 64 % Time period (years) 1.25 2.10 5.00 Risk free rate 1.59 % 2.04 % 2.77 % Dividend yield 0.00 % 0.00 % 0.00 % Combined probability of exit events 80.00 % 60.00 % 25.00 % Expected volatility was determined by calculating the historic volatility in share prices of peer companies within the biotechnology industry. The expected life in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability Conversion of 2010 Plan and 2016 Plan in connection with ARYA Merger As part of the ARYA Merger, all outstanding awards under the 2010 Plan and 2016 Plan were replaced by a combination of cash payments and share-based awards under the 2020 Equity Plan in Immatics N.V. Cash Payments In accordance with the employee award agreements, holders of vested awards under the 2010 Plan and 2016 Plan (including any awards scheduled to vest prior to 2021), agreed to receive a cash payment of $10.00 per award, less the applicable exercise price (“Award Cash Proceeds”). Per the terms of the employee award agreements, active employees were required to re-invest 25%-50% re-invest These cash payments represent a modification of awards previously issued under the 2010 Plan and 2016 Plan. The Group recognized €2.6 million in operating expense related to the modification of awards issued under the 2010 Plan and previously accounted for as a liability. The Group also recognized €4.3 million as a reduction in share premium, associated with the modification from previously equity-settled tandem awards, which were settled in cash as part of the modification. Share-based Awards The share-based awards, that were received by employees as part of the conversion, consisted of Re-investment In accordance with the employee re-investment (“Re-investment Re-investment For each ordinary Re-investment ten-year The Matching Stock Options award agreements had a service commencement date in June 2020. However, the grant date criteria for these awards, as specified in IFRS 2 and the underlying award agreements, were not met until July 1, 2020. Based on the July 1, 2020 grant date the Group assigned a fair value of $10.59. Immatics applied a Black Scholes pricing model to estimate the fair value of the Matching Stock Options, which the Group records as an expense over the four-year graded vesting period. As of June 30, Exercise price in USD $ 10.00 Underlying share price in USD $ 15.15 Volatility 75 % Time period (years) 5.5 Risk free rate 0.29 % Dividend yield 0.00 % Matching Stock Options outstanding as of December 31, 2021: 2021 Weighted average Number Matching Stock Options outstanding on January 1, 10.00 1,422,556 Matching Stock Options forfeited 10.00 9,254 Matching Stock Options exercised 10.00 6,834 Matching Stock Options expired — — Matching Stock Options outstanding on December 31, 10.00 1,406,468 Matching Stock Options vested 10.00 1,413,302 Weighted average remaining contract life (years) 8.50 Matching Stock Options outstanding as of December 31, 2020: 2020 Weighted average Number Matching Stock Options outstanding on January 1, — — Matching Stock Options granted in June 10.00 1,430,818 Matching Stock Options forfeited 10.00 8,262 Matching Stock Options exercised — — Matching Stock Options expired — — Matching Stock Options outstanding on December 31, 10.00 1,422,556 Matching Stock Options vested — — Weighted average remaining contract life (years) 9.50 Weighted average fair value of options granted in USD for June 10.59 For any outstanding 2016 Plan and 2010 Plan awards scheduled to vest on or after January 1, 2021, employees received replacement stock options (“Converted Options”) to acquire shares in Immatics N.V. The Converted Options have comparable terms as the previous awards, with revised exercise prices reflecting the reorganized capital structure of Immatics. The options granted under the 2020 Equity Plan that gives employees the right to acquire shares in Immatics N.V., are accounted for as a modification under IFRS 2, with the incremental fair value expensed over the remaining vesting period. The incremental fair value is the difference between the fair value of the options to purchase ordinary shares under the 2020 Equity Plan to acquire shares in Immatics N.V., and the fair value of the exchanged unvested SAR (both measured at the date on which the replacement award is issued). As of Average exercise price in USD $ 2.47 Underlying share price in USD $ 15.15 Volatility 75 % Time period (years) 5.6 Risk free rate 0.29 % Dividend yield 0.00 % Converted Options outstanding as of December 31, 2021: 2021 Weighted average Number Converted Options outstanding on January 1, 2.58 594,844 Converted Options forfeited 1.30 18,548 Converted Options exercised 1.29 8,180 Converted Options expired 1.29 1,805 Converted Options outstanding on December 31, 2.64 566,311 Converted Options vested 2.61 193,727 Weighted average remaining contract life (years) 6.01 Converted Options outstanding as of December 31, 2020: 2020 Weighted average Number Converted Options outstanding on January 1, — — Converted Options granted in June 2.49 632,384 Converted Options forfeited 1.08 37,540 Converted Options exercised — — Converted Options expired — — Converted Options outstanding on December 31, 2.58 594,844 Converted Options vested 2.45 53,856 Weighted average remaining contract life (years) 7.01 Weighted average fair value of options granted in USD for June 4.83 Additional grants under the 2020 Equity Plan Service Options Prior to the ARYA Merger, Immatics N.V. established the 2020 Equity Plan. After closing the ARYA Merger, employees, directors and officers received 1,087,242 employee stock options under the 2020 Equity Plan with a service requirement (“Service Options”), to acquire shares of Immatics N.V. The service-based options will vest solely on a four-year time-based vesting schedule. The Company granted Service Options on March 30, 2021, June 17, 2021, June 29, 2021, September 28 and 29, 2021, October 27, 2021 and on December 9, 2021, which were accounted for using the respective grant date fair value. Immatics applied a Black Scholes pricing model to estimate the fair value of the Service Options, with a weighted average fair value of $11.22 for Service Option granted during the year ended December 31, 2021. As of As of As of As of Exercise price in USD $ 11.68 $ 12.05 $ 11.93 $ 12.92 Underlying share price in USD $ 11.68 $ 12.05 $ 11.93 $ 12.92 Volatility 85.77 % 84.67 % 84.53 % 83.57 % Time period (years) 6.11 6.11 6.11 6.11 Risk free rate 1.17 % 1.10 % 1.08 % 1.19 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % As of As of As of Exercise price in USD $ 12.75 $ 13.45 $ 11.00 Underlying share price in USD $ 12.75 $ 13.45 $ 11.00 Volatility 83.51 % 82.07 % 81.80 % Time period (years) 6.11 6.11 6.11 Risk free rate 1.19 % 1.34 % 1.29 % Dividend yield 0.00 % 0.00 % 0.00 % The Company granted Service Options on June 30, 2020, September 14, 2020 and December 17, 2020, which were accounted for using the respective grant date fair value. Immatics applied a Black Scholes pricing model to estimate the fair value of the Service Options, with a weighted average fair value of $9.35 for Service Option granted during the year ended December 31, 2020. As of As of As of Exercise price in USD $ 10.00 $ 10.00 $ 9.70 Underlying share price in USD $ 15.15 $ 9.16 $ 9.70 Volatility 75 % 79 % 84 % Time period (years) 7.0 6.2 6.0 Risk free rate 0.29 % 0.37 % 0.49 % Dividend yield 0.00 % 0.00 % 0.00 % Service Options outstanding as of December 31, 2021: 2021 Weighted average Number Service Options outstanding on January 1, 9.87 1,910,182 Service Options granted in March, 11.68 90,325 Service Options granted in June, 11.97 75,980 Service Options granted in September, 12.81 88,875 Service Options granted in October, 13.45 53,324 Service Options granted in December, 11.00 1,659,204 Service Options forfeited 10.01 149,178 Service Options exercised 10.00 3,093 Service Options expired — — Service Options outstanding on December 31, 10.57 3,725,619 Service Options vested 9.86 557,401 Weighted average remaining contract life (years) 9.36 Service Options outstanding as of December 31, 2020: 2020 Weighted average Number Service Options outstanding on January 1, — — Service Options granted in June, 10.00 1,087,417 Service Options granted in September, 9.72 74,000 Service Options granted in December, 9.70 802,149 Service Options forfeited 10.00 53,384 Service Options exercised — — Service Options expired — — Service Options outstanding on December 31, 9.87 1,910,182 Service Options vested — — Weighted average remaining contract life (years) 9.72 Performance-Based Options (“PSUs”) In addition, after the closing of the ARYA Merger certain executive officers and key personnel of the Group received under the 2020 Equity Plan PSUs, vesting based both on achievement of market capitalization milestones and satisfaction of a four-year time-based vesting schedule. The PSUs are split into three equal tranches. The performance criteria for each of the three respective tranches requires Immatics to achieve a market capitalization of at least $1.5 billion, $2 billion and $3 billion, respectively. The amount of 3,644,000 of the PSUs granted on June 30, 2020, were accounted for by considering a fair value of $11.10. : As of Exercise price in USD $ 12.92 Underlying share price in USD $ 12.92 Volatility 77.16 % Time period (years) 3.75 Risk free rate 1.49 % Dividend yield 0.00 % The Company granted 255,000 PSUs on September 14, 2020, which were accounted for by considering a fair value of $6.41. A Monte-Carlo simulation model has been used to measure each fair value at grant date of the PSUs. As of June 30, As of September 14, Exercise price in USD $ 10.00 $ 10.00 Underlying share price in USD $ 15.15 $ 9.16 Volatility 79 % 78 % Time period (years) 7.0 6.7 Risk free rate 0.66 % 0.67 % Dividend yield 0.00 % 0.00 % PSUs outstanding as of December 31, 2021: 2021 Weighted average exercise Number PSUs outstanding on January 1, 10.00 3,644,000 PSUs granted in September 12.92 100,000 PSUs forfeited 10.00 48,000 PSUs outstanding on December 31, 10.08 3,696,000 PSUs vested — — Weighted average remaining contract life (years) 8.98 PSUs outstanding as of December 31, 2020: 2020 Weighted average exercise Number PSUs outstanding on January 1, — — PSUs granted in June 10.00 3,644,000 PSUs granted in September 10.00 255,000 PSUs forfeited 10.00 255,000 PSUs outstanding on December 31, 10.00 3,644,000 PSUs vested — — Weighted average remaining contract life (years) 9.60 The Group recognized total employee-related share-based compensation expense from all plans for the years ended December 31, 2021, 2020 and 2019 as set out below: Year ended 2021 2020 2019 (Euros in thousands) Research and development expenses 15,564 14,546 1,556 General and administrative expenses 10,839 10,973 460 Total share-based compensation 26,403 25,519 2,016 |