SHARE-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Refer to Note 11 of the Company’s audited consolidated financial statements of its 2023 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.

Employee and Director Restricted Shares

The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”) during the nine months ended September 30, 2024 and 2023:


	Performance Restricted Shares			Service Restricted Shares
	Number of non-vested restricted shares	Weighted average grant date fair value		Number of non-vested restricted shares	Weighted average grant date fair value
Balance at December 31, 2022	794,362	$	7.62	832,896	$	7.76
Granted	357,766	9.85		242,957	10.22
Vested	—	—		(364,006)	6.96
Forfeited	(109,105)	9.37		(55,967)	8.43
Balance at September 30, 2023	1,043,023	$	8.20	655,880	$	9.05

Balance at December 31, 2023	1,042,688	$	9.94	419,604	$	9.18
Granted	—	—		58,751	12.51
Vested	—	—		(282,916)	9.35
Forfeited	(89,945)	10.84		—	—
Balance at September 30, 2024	952,743	$	9.86	195,439	$	9.93

At September 30, 2024, 2,825,659 (December 31, 2023: 3,296,771) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.

During the nine months ended September 30, 2024 , the Company granted no RSs to employees and 58,751 RSs to non-employee directors as part of their remuneration for services to the Company (2023: 535,329 RSs to employees and non-employee directors). These will vest on the earlier of (1) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company. During the vesting period, non-employee directors retain voting rights on these RSs; but they are not entitled to any dividends declared until the RSs vest.

For the nine months ended September 30, 2024, the total fair value of Service RSs vested was $2.6 million (2023: $2.5 million).

Employee Restricted Stock Units

The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the nine months ended September 30, 2024 and 2023:


	Performance RSUs			Service RSUs
	Number of non-vested RSUs	Weighted average grant date fair value		Number of non-vested RSUs	Weighted average grant date fair value
Balance at December 31, 2022	105,008	$	6.82	172,952	$	7.58
Granted	71,121	9.85		42,811	9.85
Vested	—	—		(77,695)	6.74
Forfeited	—	—		(1,788)	7.82
Balance at September 30, 2023	176,129	$	8.04	136,280	$	8.76

Balance at December 31, 2023	154,445	$	8.03	110,425	$	8.78
Granted	258,148	11.85		124,425	11.85
Vested	—	—		(74,357)	8.84
Forfeited	(6,229)	9.15		(5,806)	10.67
Balance at September 30, 2024	406,364	$	10.44	154,687	$	11.15

For the awards granted during the nine months ended September 30, 2024, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of a three-year performance period within a range of 50% and 200% of the awarded Performance RSUs, with a target of 100%.

For the nine months ended September 30, 2024, the total fair value of Service RSUs vested was $0.7 million (2023: $0.5 million).

Employee and Director Stock Options

During the nine months ended September 30, 2024, 250,000 ordinary share purchase options were granted to the Company’s CEO, pursuant to his employment contract. These options vest 50,000 annually and expire in 10 years from the grant date. The grant date fair value of these options was $4.31 per share, based on the Black-Scholes option pricing model. The following inputs were used in this pricing model:



Expected volatility	36.4		%
Expected term (in years)	5
Expected dividend yield	—		%
Risk-free interest rate	3.9		%
Stock price at grant date	$	11.20

Stock Compensation Expense

For the nine months ended September 30, 2024 and 2023, the Company recorded $4.6 million and $3.5 million of total stock compensation expense (net of forfeitures), respectively. The stock compensation expense is included in “General and administrative expenses” in the condensed consolidated statements of operations. Forfeiture recoveries were immaterial for both periods.