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. For the three-month periods ended September 30, 2022 and 2023, the Company recorded corresponding income tax benefits of $ 0.3 million and $ 0.0 milli on, respectively, and for the nine-month periods ended September 30, 2022 and 2023, the Company recorded corresponding income tax benefits of $ 0.8 million and $ 0.1 mil lion, respectively. Share options The Company's time-based share options typically have a contractual term of ten years from grant date and typically vest over a four-year period. The Company recognized compensation expense associated with its time-based share options on a straight-line basis over the requisite service period. The following is a summary of option activity for the Company’s share incentive plans for the nine-month period ended September 30, 2023 (unaudited): Options Weighted Weighted Aggregate Outstanding at December 31, 2022 3,395,219 $ 13.83 7.6 $ 28,985,969 Options granted 1 993,196 $ 9.07 — $ — Options exercised ( 59,800 ) $ 8.32 — $ — Options expired ( 5,188 ) $ 12.00 — $ — Options forfeited ( 65,817 ) $ 14.06 — $ — Outstanding at September 30, 2023 4,257,610 $ 12.79 7.4 $ 458,989 Options exercisable at September 30, 2023 2,475,407 $ 12.92 6.2 $ 413,898 Options vested and expected to vest at September 30, 2023 4,229,061 $ 12.77 7.4 $ 458,045 1 Options granted includes the time-based share options and the performance-based share options for which a grant date has been established, as described below. 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 nine-month period ended September 30, 2023 for estimating the forfeitures of share options granted. The fair value of share options is estimated using the following weighted-average assumptions (unaudited): Nine Months Ended September 30, 2022 2023 Expected dividend yield — — Risk-free interest rate 2.43 % 4.31 % Weighted-average expected volatility 61.3 % 69.3 % Expected term (in years) 4.55 5.74 Weighted average grant-date fair value per share of options granted $ 8.15 $ 5.73 At September 30, 2023, there wa s $ 13.0 m illion in unrecognized pre-tax share-based compensation expense, net of estimated forfeitures, related to unvested time-based share option awards. The unrecognized share-based compensation expense is expected to be recognized through the fourth quarter of 2027 (unaudited). Restricted shares The Company's time-based RSUs typically vest over a four-year period. The Company recognizes compensation expense associated with its time-based RSUs on a straight-line basis over the four-year requisite service period. The following is a summary of restricted shares activity for the Company’s share incentive plan for the nine-month period ended September 30, 2023 (unaudited): Units Weighted RSU balance at December 31, 2022 696,990 $ 18.22 RSUs granted 1 225,338 $ 12.68 RSUs vested ( 246,886 ) $ 16.37 RSUs forfeited ( 39,722 ) $ 17.33 RSU balance at September 30, 2023 635,720 $ 17.03 1 RSUs granted includes the time-based RSUs and the performance-based RSUs for which a grant date has been established, as described below. Of the 246,886 RSUs vested, the Company withheld 46,108 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. The fair value of the RSUs is based on the fair value of the Company's ordinary shares on the grant date. The Company utilized a forfeiture rate of 8.2 % d uring the nine-month period ended September 30, 2023 for estimating the forfeitures of RSUs granted. As of September 30, 2023, there was $ 8.8 m illion in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to unvested time-based restricted share units. The unrecognized compensation expense is expected to be recognized through the third quarter of 2027 (unaudited). Performance-based share awards In May 2023, performance-based share awards were awarded to select executive officers of the Company. The awards contain a performance-based vesting criteria and included 60,000 share options and 135,000 restricted share units. The performance-based awards have two separate annual performance periods, with 50 % of the performance-based awards vesting over each of the annual performance periods ending on December 31, 2023 ("First Performance Period") and December 31, 2024 ("Second Performance Period") if the performance goal is met. If the performance goal for that performance period is not met, the performance-based awards do not vest and are forfeited. The performance goal is based on the Company's adjusted earnings per share, as publicly reported by the Company, for each performance period. The method used to measure the fair value of the performance-based awards is consistent with the methods used to measure the fair value of time-based share options and RSUs, as described above. For performance-based awards that vest during the First Performance Period, the Company's Compensation Committee retains the ability to modify the applicable adjusted earnings per share metric. Due to this discretion, the Company has determined that the grantee does not have a mutual understanding of the key terms and conditions of the performance-based awards in the First Performance Period, and a grant date will not exist until the Compensation Committee approves the adjusted earnings per share metric for the First Performance Period. As of September 30, 2023, based on the total potential shares that could be earned, there were 30,000 share options and 62,500 RSUs outstanding for which there is no accounting grant date. Accordingly, no grant date fair value was established and the weighted average grant date fair values calculated above excludes these performance-based share options and performance-based RSUs. The Company remeasures the fair value of the awards at each reporting date until a grant date is achieved, as the service inception date precedes the grant date. As of September 30, 2023, there was $ 0.5 million in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to unvested performance-based share awards for the First Performance Period, which would be recognized through the first quarter of 2024 upon achievement of the performance goal (unaudited). Unlike the performance-based awards in the First Performance Period, the Compensation Committee does not have the discretion to modify the applicable adjusted earnings per share metric for performance-based awards that vest during the Second Performance Period. As such, a mutual understanding of the key terms and conditions, and thus a grant date, exists on the date that the performance-based awards are issued by the Company. As of September 30, 2023, based on the total potential shares that could be earned, there were 62,500 RSUs granted. A grant date fair value was established, and the weighted average grant date fair values calculated in the above tables include these performance-based share options and performance-based RSUs. The Company has not recognized any compensation expense on these performance-based awards since the requisite service period does not begin until January 1, 2024. As of September 30, 2023, there was $ 0.9 million in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to these unvested performance-based share awards for the Second Performance Period, which will be recognized over the requisite service period starting January 1, 2024 through the first quarter of 2025 if it is probable that the adjusted earnings per share metric will be achieved (unaudited). 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 July 1, 2023 and runs through December 31, 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 September 30, 2022 and 2023, the Company recognized $ 0.2 milli on and $ 0.2 million, respectively, of share-based compensation expense related to the ESPP. For the nine-month periods ended September 30, 2022 and 2023, the Company recognized $ 0.7 million an d $ 0.7 million , respectively, of share-based compensation expense related to the ESPP. There were 87,229 shares issued under the ESPP during the three-month and nine-month periods ended September 30, 2022 and 88,290 shares issued under the ESPP during the three-month and nine-month periods ended September 30, 2023 (unaudited). |