Share-Based Compensation

9 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

The Company has two share-based compensation plans, the Myovant Sciences Ltd. 2016 Equity Incentive Plan (“Equity Incentive Plan”) and the Myovant Sciences Ltd. 2020 Inducement Plan (“Inducement Plan”) (collectively, the “Equity Plans”). As of December 31, 2021, there were approximately 2.4 million and less than 0.1 million common shares available for future issuance under the Equity Incentive Plan and the Inducement Plan, respectively. For additional information about the Company’s Equity Plans, see Note 10, “Share-Based Compensation,” to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the SEC on May 11, 2021.

(A) Stock Options

Activity for stock options for the nine months ended December 31, 2021 is as follows:


			Number of Options








Options outstanding at March 31, 2021			8,293,331
Granted			1,178,625
Exercised			(1,579,493)
Forfeited			(379,734)
Options outstanding at December 31, 2021			7,512,729
Options vested and expected to vest at December 31, 2021			7,512,729
Options exercisable at December 31, 2021			4,828,377

(B) Restricted Stock and Performance Stock Units

Activity for restricted stock units and performance stock units for the nine months ended December 31, 2021 is as follows:


			Number of Shares








Unvested balance at March 31, 2021			3,571,235
Granted			2,972,148
Vested			(1,077,844)
Forfeited			(921,610)
Unvested balance at December 31, 2021			4,543,929

Share-based compensation during the three and nine months ended December 31, 2021 and 2020 was as follows (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2021		2020		2021		2020
Share-based compensation recognized as:
SG&A expense	$	4,173	$	3,699	$	18,131	$	10,686
R&D expense	3,026		3,311		12,193		11,060
Total	$	7,199	$	7,010	$	30,324	21,746

Total unrecognized share-based compensation was approximately $88.8 million as of December 31, 2021 and is expected to be recognized over a weighted-average period of approximately 2.96 years.

(D) Separation Agreement with Former Principal Executive Officer

In January 2021, the Company entered into a Separation and General Release Agreement with its former Principal Executive Officer. Pursuant to the terms of this agreement, all of the former Principal Executive Officer’s then outstanding and unvested equity awards became fully vested. In addition, the post-termination period during which the former Principal Executive Officer may exercise her outstanding stock options was extended to 12 months. The former Principal Executive Officer granted Sumitovant or any Sumitovant affiliate a right of first refusal to purchase her common shares of the Company under certain circumstances and provided the Company and its affiliates a general release of claims.

As a result of the repurchase feature described above, the outstanding awards were reclassified from additional paid-in capital to current liabilities. The share-based compensation liabilities have been and will continue to be remeasured at fair value each reporting period end, with the change in fair value recorded as share-based compensation within SG&A until the stock options are exercised and the common shares are sold to Sumitovant, to the market, or otherwise settled, or the former Principal Executive Officer has held the common shares for a period of at least six months. As of December 31, 2021, a total of 390,083 outstanding stock options remain subject to the right of first refusal. The former Principal Executive Officer’s outstanding stock options were exercisable through January 11, 2022. On January 11, 2022, 331,265 outstanding stock options were canceled and no stock options remain exercisable. As of December 31, 2021 and March 31, 2021, $2.7 million and $21.6 million, respectively, is included in share-based compensation liabilities on the unaudited condensed consolidated balance sheets.

(E) Separation Agreement with Former Principal Financial and Accounting Officer

In August 2021, the Company entered into a Separation Agreement and General Release with its former Principal Financial and Accounting Officer. Pursuant to the terms of this agreement, 25% of the former Principal Financial and Accounting Officer’s then outstanding and unvested equity awards became fully vested. In addition, the post-termination period during which he may exercise his outstanding stock options was extended to six months. The Company recognized share-based compensation within SG&A expenses during the nine months ended December 31, 2021 of approximately $1.3 million, consisting of share-based compensation related to the accelerated vesting of these equity awards and incremental share-based compensation related to the modification of the post-termination exercise period. There was no such expense during the three months ended December 31, 2021.