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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Share-Based Compensation Compensation expense included in the Company’s consolidated statements of loss for all share-based compensation arrangements was as follows for the years ended December 31, 2024, 2023, and 2022:
Share-based Compensation Expense: |  | 2024 |  | 2023 |  | 2022 |  |
Selling, general and administrative |  | $ | 19,532 |  |  | $ | 15,248 |  |  | $ | 6,844 |  |  |
Research and development |  | 856 |  |  | 563 |  |  | 169 |  |  |
Total share-based compensation expense |  | $ | 20,388 |  |  | $ | 15,811 |  |  | $ | 7,013 |  |  |
As of December 31, 2024, the Company expects $22,513 of unrecognized expense related to granted, but non-vested share-based compensation arrangements to be incurred in future periods. This expense is expected to be recognized over a weighted average period of 2.0 years. In 2022, the Company granted options with performance conditions to employees of which 50% vest upon the achievement of certain commercial milestones related to LUMRYZ and the other 50% vest one year following achievement of those milestones (“2022 Performance Options”). In May 2023, the achievement of the milestones related to the 2022 Performance Options became probable, and the Company recognized the compensation costs that would have been recognized had the performance factor been considered probable since the inception of the award. In June 2023, achievement of these milestones were met and 50% of the 2022 Performance Options vested. In June 2024, one year passed since achievement of these milestones were met and the remaining 50% of the 2022 Performance Options vested. As of December 31, 2024, the Company has recognized $8,009 in share-based compensation for the 2022 Performance Options. The excess tax benefit related to share-based compensation recorded by the Company was not material for the years ended December 31, 2024, 2023, and 2022. Upon exercise of stock options, or upon the issuance of restricted share awards or performance share unit awards, the Company issues new shares. At December 31, 2024, there were 4,259 shares authorized for stock option grants, restricted share award grants, and performance share unit award grants in subsequent periods. Inducement Plan In November 2021, the Board of Directors approved the Avadel Pharmaceuticals plc 2021 Inducement Plan (the “Inducement Plan”), which allows the Company to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Company to accept employment and provide them with a proprietary interest in the Company. The maximum number of shares reserved and available for issuance under the Plan is 2,000 shares. As of December 31, 2024, the Company had 841 shares available for issuance under this Inducement Plan in subsequent periods. Determining the Fair Value of Stock Options The Company measures the total fair value of stock options on the grant date using the Black-Scholes option-pricing model and recognizes each grant’s fair value as compensation expense over the period that the option vests. Other than the 2022 Performance Options described above, options are granted to employees of the Company and become exercisable ratably over four years following the grant date and expire ten years after the grant date. During the years ended December 31, 2022 and 2023, the Company issued stock options to its Board of Directors as compensation for services rendered that are exercisable one year following the grant date and expire ten years after the grant date. During the year ended December 31, 2024, the Company issued stock options to its Board of Directors as compensation for services rendered that are exercisable over either a one year period or ratably over three years following the grant date and expire ten years after the grant date. The weighted-average assumptions under the Black-Scholes option-pricing model for stock option grants as of December 31, 2024, 2023 and 2022 are as follows:
Stock Option Assumptions: |  | 2024 |  | 2023 |  | 2022 |  |
Stock option grants: |  |  |  |  |  |  |  |
Expected term (years) |  | 6.2 |  | 6.2 |  | 6.1 |  |
Expected volatility |  | 104.1 | % |  | 100.1 | % |  | 93.4 | % |  |
Risk-free interest rate |  | 4.3 | % |  | 3.9 | % |  | 2.7 | % |  |
Expected dividend yield |  | — |  |  | — |  |  | — |  |  |
Expected term: The expected term of the options represents the period of time between the grant date and the time the options are either exercised or forfeited, including an estimate of future forfeitures for outstanding options. Given the limited historical data, the simplified method has been used to calculate the expected life. Expected volatility: The expected volatility is calculated based on an average of the historical volatility of the Company’s stock price for a period approximating the expected term. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and a maturity that approximates the expected term. Expected dividend yield: The Company has not distributed any dividends since its inception and have no plan to distribute dividends in the foreseeable future. Stock Options A summary of the combined stock option activity and other data for the Company’s stock option plans for the year ended December 31, 2024 is as follows:
Stock Option Activity and Other Data: |  | Number of Stock Options |  | Weighted Average Exercise Price per Share |  | Weighted Average Remaining Contractual Life |  | Aggregate Intrinsic Value
Stock options outstanding, January 1, 2024 |  | 10,299 |  |  | $ | 7.29 |  |  |  |  |
Granted |  | 2,961 |  |  | 13.75 |  |  |  |  |
Exercised |  | (734) |  |  | 7.30 |  |  |  |  |
Forfeited |  | (468) |  |  | 11.65 |  |  |  |  |
Expired |  | (266) |  |  | 16.30 |  |  |  |  |
Stock options outstanding, December 31, 2024 |  | 11,792 |  |  | $ | 8.53 |  |  | 6.8 |  | $ | 34,411 |
Stock options exercisable, December 31, 2024 |  | 7,799 |  |  | $ | 6.53 |  |  | 5.7 |  | $ | 32,380 |
The aggregate intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was $5,781, $2,612, and $877, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2024, 2023, and 2022 was $11.34, $9.14, and $4.02 per share, respectively. Restricted Share Awards Restricted share awards represent Company shares issued free of charge to employees of the Company as compensation for services rendered. The Company measures the total fair value of restricted share awards on the grant date using the Company’s stock price at the time of the grant. Restricted share awards granted to employees vest ratably over a range of one year to four years on each anniversary of the grant date. Compensation expense for such awards granted is recognized over the applicable vesting period. Additionally, during the year ended December 31, 2024, the Company issued restricted stock awards to its Board of Directors that vest on the one-year anniversary of the award. A summary of the Company’s restricted share awards as of December 31, 2024, and changes during the year then ended, is reflected in the table below.
Restricted Share Activity and Other Data: |  | Number of Restricted Share Awards |  | Weighted Average Grant Date Fair Value
Non-vested restricted share awards outstanding, January 1, 2024 |  | 23 |  |  | $ | 8.20 |
Granted |  | 142 |  |  | 15.36 |
Vested |  | (11) |  |  | 8.20 |
Forfeited |  | (4) |  |  | 12.60 |
Non-vested restricted share awards outstanding, December 31, 2024 |  | 150 |  |  | $ | 14.88 |
The weighted average grant date fair value of restricted share awards granted during the year ended December 31, 2024 was $15.36 per share. No restricted share awards were granted during the years ended December 31, 2023 and 2022. Performance Share Units Awards Performance share units awards (“PSUs”) represent Company shares issued free of charge to employees of the Company as compensation for achieving specified results. The Company measures the total fair value of performance share unit awards on the grant date using the Company’s stock price at the time of the grant. No performance share awards were granted during the year ended December 31, 2022. As of December 31, 2023, there were 555 performance share awards that did not have an accounting grant date due to the discretionary nature of the performance criteria. Accordingly, no grant date fair value was established and there were no performance share awards considered granted during the year ended December 31, 2023. In February 2024, 185 of the performance share awards that were tied to performance during the second half of 2023 were forfeited. No performance share awards were granted during the year ended December 31, 2024. Employee Share Purchase Plan In 2017, the Board of Directors approved the Avadel Pharmaceuticals plc 2017 Avadel Employee Share Purchase Plan (“ESPP”). The total number of Company ordinary shares which may be issued under the ESPP is 1,000. The purchase price at which a share will be issued or sold for a given offering period will be established by the Compensation Committee of the Board (“Committee”) (and may differ among participants, as determined by the Committee in its sole discretion) but will in no event be less than 85% of the lesser of: (a) the fair market value of a Share on the offering date; or (b) the fair market value of a Share on the purchase date. During the years ended December 31, 2024, 2023 and 2022 the Company issued 113, 47, and 75 ordinary shares to employees, respectively. Expense related to the ESPP for the years ended December 31, 2024, 2023 and 2022 was immaterial.

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