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Share-based compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-based compensation

13. Share-based compensation

Components of share-based compensation expense are as follows:

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(Unaudited, U.S. Dollars, in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of sales

 

$

486

 

 

$

463

 

 

$

1,576

 

 

$

1,416

 

Sales and marketing

 

 

1,319

 

 

 

2,092

 

 

 

4,422

 

 

 

6,892

 

General and administrative

 

 

4,022

 

 

 

2,832

 

 

 

17,017

 

 

 

21,103

 

Research and development

 

 

704

 

 

 

887

 

 

 

2,275

 

 

 

3,129

 

Total

 

$

6,531

 

 

$

6,274

 

 

$

25,290

 

 

$

32,540

 

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(Unaudited, U.S. Dollars, in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Stock options

 

$

836

 

 

$

1,429

 

 

$

3,336

 

 

$

6,582

 

Market-based stock options

 

 

631

 

 

 

 

 

 

1,457

 

 

 

 

Time-based restricted stock awards and units

 

 

3,163

 

 

 

4,263

 

 

 

15,290

 

 

 

24,344

 

Market-based / performance-based restricted stock units

 

 

1,398

 

 

 

54

 

 

 

3,539

 

 

 

167

 

Stock purchase plan

 

 

503

 

 

 

528

 

 

 

1,668

 

 

 

1,447

 

Total

 

$

6,531

 

 

$

6,274

 

 

$

25,290

 

 

$

32,540

 

 

 

Pursuant to the Merger Agreement, the equity awards of SeaSpine (including stock options and restricted stock units) outstanding as of immediately prior to the closing of the Merger were converted into equity awards denominated in shares of Orthofix common stock. The Company issued options to purchase 1.9 million shares of Orthofix common stock and 0.5 million shares of time-based vesting restricted stock units in connection with the conversion of such awards. The estimated fair value of the portion of the SeaSpine equity awards for which the required service period had been completed at the time of the closing of the Merger was treated as purchase consideration. The remaining estimated fair value is recorded as compensation expense over the remainder of the service period associated with the awards.

During the three months ended September 30, 2024, and 2023, the Company issued 0.2 million and less than 0.1 million shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises, and the vesting of restricted stock awards and units. During the nine months ended September 30, 2024, and 2023, the Company issued 1.0 million and 0.5 million shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises, and the vesting of restricted stock awards and units.

Inducement plans

During 2024, the Company has appointed several new executives, including a new President and Chief Executive Officer, Chief Financial Officer, Chief People & Business Operations Officer, Chief Legal Officer, President of Global Spine, Chief Investor Relations and Communications Officer, President of Global Operations and Quality, Chief Human Resources Officer, and President of Global Orthopedics. As inducements to accept employment with the Company, the individuals were awarded grants including, dependent on the individual, (i) market-based and/or time-based stock options, (ii) time-based restricted stock units, (iii) time-based cliff vesting restricted stock units, and (iv) market-based restricted stock units, with an aggregate value across all award types of approximately $22.6 million.