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Share-based compensation | 12 Months Ended
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Dec. 31, 2022
Share-based compensation |
Share-based compensation | ​ ​ ​ ​ ​ ​ ​ 14. Share-based compensation ​ Share-based compensation expense recognized by classification included in the consolidated statements of operations and comprehensive loss was as follows: ​ ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
| ​ | Year ended December 31,
​ | ​ | 2022 | ​ | 2021 | ​ | 2020
​ | ​ | (in thousands)
Cost of manufacturing services revenue | ​ | $ | 323 | ​ | $ | — | ​ | $ | —
Research and development | ​ | ​ | 18,402 | ​ | ​ | 12,834 | ​ | ​ | 11,995
Selling, general and administrative | ​ | ​ | 15,479 | ​ | ​ | 12,801 | ​ | ​ | 9,836
Total | ​ | $ | 34,204 | ​ | $ | 25,635 | ​ | $ | 21,831
​ Share-based compensation expense recognized by award type was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year ended December 31,
​ | ​ | 2022 | ​ | 2021 | ​ | 2020
​ | ​ | (in thousands)
Award type/ESPP | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Share options | ​ | $ | 13,425 | ​ | $ | 12,477 | ​ | $ | 11,434
Restricted share units | ​ | ​ | 15,486 | ​ | ​ | 11,347 | ​ | ​ | 7,364
Performance share units | ​ | ​ | 5,267 | ​ | ​ | 1,783 | ​ | ​ | 2,990
Employee share purchase plan | ​ | ​ | 26 | ​ | ​ | 28 | ​ | ​ | 43
Total | ​ | $ | 34,204 | ​ | $ | 25,635 | ​ | $ | 21,831
​ ​ As of December 31, 2022, the unrecognized compensation cost related to unvested awards under the various share-based compensation plans were: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | Unrecognized |  | Weighted average
​ |  | share-based |  | remaining
​ | ​ | compensation | ​ | period for
​ | ​ | expense | ​ | recognition
​ | ​ | (in thousands) | ​ | (in years)
Award type | ​ | ​ | ​ | ​ | ​
Share options | ​ | $ | 24,420 | ​ | 2.48
Restricted share units | ​ | ​ | 24,924 | ​ | 1.90
Performance share units | ​ | ​ | 184 | ​ | 0.14
Total | ​ | $ | 49,528 | ​ | 2.18
​ The Company satisfies the exercise of share options and vesting of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) through newly issued ordinary shares. ​ The Company’s share-based compensation plans include the 2014 Amended and Restated Share Option Plan (the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of The Nasdaq Global Select Market with terms similar to the 2014 Plan (together the “2014 Plans”). The Company previously had a 2012 Equity Incentive Plan (the “2012 Plan”). As of December 31, 2022, no fully vested share options are outstanding (December 31, 2021: 14,000) under the 2012 Plan. ​ At the general meeting of shareholders on January 9, 2014, the Company’s shareholders approved the adoption of the 2014 Plan. At the annual general meetings of shareholders in June 2015, 2016, 2018 and 2021, uniQure shareholders approved amendments of the 2014 Plan, increasing the shares authorized for issuance by 1,070,000 shares in 2015, 3,000,000 in 2016, 3,000,000 shares in 2018 and 4,000,000 shares in 2021 for a total of 12,601,471 shares. ​ Share options Share options are priced on the date of grant and, except for certain grants made to non-executive directors, vest over a period of four years. The first 25% vests after one year from the initial grant date and the remainder vests in equal quarterly installments over years two, three and four. Certain grants to non-executive directors vest in full after one year. Any options that vest must be exercised by the tenth anniversary of the initial grant date. 2014 Plan The following tables summarize option activity under the Company’s 2014 Plans for the year ended December 31, 2022: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Options
​ | ​ | Number of | ​ | Weighted average | ​ | Weighted average | ​ | Aggregate intrinsic
​ |  | ordinary shares |  | exercise price |  | remaining contractual life |  | value
​ | ​ | ​ | ​ | ​ | ​ | ​ | in years | ​ | ​ | (in thousands)
Outstanding at December 31, 2021 | ​ | 3,308,325 | ​ | $ | 31.02 | ​ | 7.05 | ​ | $ | 8,660
Granted | ​ | 1,426,966 | ​ | $ | 15.90 | ​ | ​ | ​ | ​ | ​
Forfeited | ​ | (204,224) | ​ | $ | 38.29 | ​ | ​ | ​ | ​ | ​
Expired | ​ | (154,794) | ​ | $ | 36.86 | ​ | ​ | ​ | ​ | ​
Exercised | ​ | (138,356) | ​ | $ | 7.81 | ​ | ​ | ​ | ​ | ​
Outstanding at December 31, 2022 | ​ | 4,237,917 | ​ | $ | 26.13 | ​ | 7.14 | ​ | ​ | 17,848
Thereof, fully vested and exercisable on December 31, 2022 | ​ | 2,139,360 | ​ | $ | 28.82 | ​ | 5.45 | ​ | ​ | 8,339
Thereof, outstanding and expected to vest after December 31, 2022 | ​ | 2,098,557 | ​ | $ | 23.38 | ​ | 8.86 | ​ | ​ | 9,509
Outstanding and expected to vest after December 31, 2021 | ​ | 1,521,500 | ​ | $ | 38.71 | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total weighted average grant date fair value of options issued during the period (in $ millions) | ​ | ​ | ​ | $ | 12.9 | ​ | ​ | ​ | ​ | ​
Granted to directors and officers during the period (options, grant date fair value $ in millions) | ​ | 672,908 | ​ | $ | 5.9 | ​ | ​ | ​ | ​ | ​
Proceeds from option sales during the period (in $ millions) | ​ | ​ | ​ | $ | 1.3 | ​ | ​ | ​ | ​ | ​
​ The following table summarizes information about the weighted average grant-date fair value of options during the years ended December 31: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted average
​ | ​ | Options | ​ | grant‑date fair value
Granted, 2022 |  | 1,426,966 | ​ | $ | 9.04
Granted, 2021 |  | 1,174,893 | ​ | ​ | 20.95
Granted, 2020 |  | 653,852 | ​ | ​ | 28.08
Vested, 2022 | ​ | 652,635 | ​ | ​ | 22.27
Forfeited, 2022 | ​ | (204,224) | ​ | ​ | 22.17
​ The following table summarizes information about the weighted average grant-date fair value of options at December 31: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted average
​ | ​ | Options | ​ | grant‑date fair value
Outstanding and expected to vest, 2022 |  | 2,098,557 | ​ | $ | 13.46
Outstanding and expected to vest, 2021 |  | 1,521,500 | ​ | ​ | 22.52
​ ​ The fair value of each option issued is estimated at the respective grant date using the Hull & White option pricing model with the following weighted-average assumptions: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year ended December 31,
Assumptions |  | 2022 |  | 2021 | ​ | 2020
Expected volatility | ​ | 70% | ​ | 75% | ​ | 70%
Expected terms | ​ | 10 years | ​ | 10 years | ​ | 10 years
Risk free interest rate | ​ | 2.12% - 4.16% | ​ | 1.21 - 1.86% | ​ | 0.76% - 1.44%
Expected dividend yield | ​ | 0% | ​ | 0% | ​ | 0%
​ The Hull & White option model captures early exercises by assuming that the likelihood of exercises will increase when the share price reaches defined multiples of the strike price. This analysis is performed over the full contractual term. ​ The following table summarizes information about options exercised during the years ended December 31: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | Exercised |  | ​ | ​
​ | ​ | during the year | ​ | Intrinsic value
​ | ​ | ​ | ​ | (in thousands)
2022 |  | 138,356 | ​ | $ | 1,848
2021 |  | 241,496 | ​ |  | 5,046
2020 |  | 498,678 | ​ |  | 11,927
​ Restricted Share Units ​ The following table summarizes the RSU activity for the year ended December 31, 2022: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | RSU
​ |  | ​ |  | Weighted average
​ | ​ | Number of | ​ | grant-date fair
​ | ​ | ordinary shares | ​ | value
Non-vested at December 31, 2021 | ​ | 710,617 | ​ | $ | 38.89
Granted | ​ | 1,604,533 | ​ | $ | 16.10
Vested | ​ | (292,688) | ​ | $ | 39.31
Forfeited | ​ | (203,688) | ​ | $ | 23.39
Non-vested at December 31, 2022 | ​ | 1,818,774 | ​ | $ | 20.46
​ | ​ | ​ | ​ | ​ | ​
Total weighted average grant date fair value of RSUs granted during the period (in $ millions) | ​ | ​ | ​ | $ | 25.8
Granted to directors and officers during the period (shares, $ in millions) | ​ | 380,288 | ​ | $ | 6.0
​ The following table summarizes information about the weighted average grant-date fair value of RSUs granted during the years ended December 31: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | Granted |  | Weighted average
​ | ​ | during the year | ​ | grant‑date fair value
2022 |  | 1,604,533 | ​ | $ | 16.10
2021 |  | 574,921 | ​ | ​ | 36.14
2020 |  | 376,799 | ​ | ​ | 48.18
​ The following table summarizes information about the total fair value of RSUs that vested during the years ended December 31: ​
​ | ​ | ​
​ | Total fair value
​ | (in thousands)
2022 | $ | 5,104
2021 |  | 8,063
2020 |  | 12,156
​ RSUs generally vest over one to three years. RSUs granted to non-executive directors will vest one year from the date of grant. ​ Performance Share Units ​ The following table summarizes the PSU activity for the year ended December 31, 2022: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | PSU
​ |  | ​ |  | Weighted average
​ | ​ | Number of | ​ | grant-date fair
​ | ​ | ordinary shares | ​ | value
Non-vested at December 31, 2021 | ​ | 632,930 | ​ | $ | 33.54
Granted | ​ | 34,700 | ​ | $ | 15.11
Vested | ​ | (213,145) | ​ | $ | 40.46
Forfeited | ​ | (53,795) | ​ | $ | 29.35
Non-vested at December 31, 2022 | ​ | 400,690 | ​ | $ | 28.82
​ | ​ | ​ | ​ | ​ | ​
Total weighted average grant date fair value of PSUs granted during the period (in $ millions) | ​ | ​ | ​ | $ | 0.5
​ The Company granted shares to certain employees in September and December 2021 and various dates during the year ended December 31, 2022 that will be earned upon achievement of defined milestones. Earned shares will vest upon the later of a minimum service period of one year or three years, or the achievement of defined milestones, subject to the grantee’s continued employment. In addition, portions of the December 2021 granted to executives and other members of senior management are subject to achieving a minimum total shareholder return relative to the Nasdaq biotechnology index. The Company recognizes the compensation cost related to these grants to the extent it considers achievement of the milestones to be probable. Achievement of one of the total five defined milestones was met and one of the five defined milestones was considered probable as of December 31, 2022. ​ In January 2018 and January and February 2019, the Company awarded PSUs to its executives and other members of senior management. These PSUs were earned in January 2019 and January 2020, based on the Board of Directors’ (the “Board”) assessment of the level of achievement of agreed upon performance targets through December 31, 2018, and December 31, 2019, respectively. The PSUs awarded for the year ended December 31, 2018 vested in February 2021 and the PSUs awarded for the year ended December 31, 2019 vested in January 2022. ​ The following table summarizes information about the weighted average grant-date fair value of the PSUs determined as of the date those were earned for the 2019 PSUs, and the date of the grant for the 2021 and 2022 PSUs: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | Granted |  | Weighted average
​ | ​ | during the year | ​ | grant‑date fair value
2022 |  | 34,700 | ​ | $ | 15.11
2021 |  | 555,600 | ​ | $ | 30.19
2020 |  | 91,003 | ​ | $ | 57.56
​ The following table summarizes information about the total fair value of PSUs that vested during the years ended December 31: ​
​ | ​ | ​
​ | Total fair value
​ | (in thousands)
2022 | $ | 4,450
2021 |  | 5,074
2020 |  | 21,852
​ Employee Share Purchase Plan (“ESPP”) ​ In June 2018, the Company’s shareholders adopted and approved an ESPP allowing the Company to issue up to 150,000 ordinary shares. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986. Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to any plan limitations. The purchase price of the shares on each purchase date is equal to 85% of the lower of the closing market price on the offering date or the closing market price on the purchase date of each three-month offering period. During the year ended December 31, 2022, 11,242 shares have been issued (December 31, 2021: 4,724 and December 31, 2020: 6,181). As of December 31, 2022, a total of 116,060 ordinary shares remain available for issuance under the ESPP plan.

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