XML 49 R22.htm IDEA: XBRL DOCUMENT v3.25.1
Share-Based Compensation
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
On April 8, 2021, the Board of the Company adopted the Barinthus Biotherapeutics plc Share Award Plan 2021 (“the Plan”) and the Barinthus Biotherapeutics plc Non-Employee Sub-Plan which is a sub-plan of the Plan. Under the terms of the Plan, the Board is permitted to grant awards to employees as restricted share units, options, share appreciation rights and restricted shares. The aggregate number of shares initially available for issuance under the Plan and the Barinthus Biotherapeutics plc Non-Employee Sub-Plan cannot exceed 3,675,680 ordinary shares (the “Initial Limit”). Beginning calendar year 2022, the total number of ordinary shares available for issuance under the Plan shall be increased on January 1 of each year in an amount equal to the lesser of (i) 4% of the Company’s issued and outstanding ordinary shares (which 4% limit shall be measured as of January 1 of such year) and (ii) such number of ordinary shares as determined by the Compensation Committee of the Board in its discretion (the “Annual Increase”). In accordance with the terms of the Annual Increase, the total number of ordinary shares available for issuance under the Plan increased by 1,544,282 as of January 1, 2024. The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the Board and generally expire ten years from the grant date. Option awards generally vest over three years, but vesting conditions can vary at the discretion of the Company’s Board. As of December 31, 2024 and 2023, 1,906,080 and 1,623,840 ordinary shares are available for future grants, respectively.
In 2018, the Company’s board of directors adopted the Enterprise Management Incentive Share Option Scheme (the “EMI Plan”) which provided for the grant of incentive stock options and nonqualified stock options to non-director employees of the Company. The Company also has a nonqualified stock option plan for officers and directors. The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the board of directors and generally expire ten years from the grant date. Option awards generally vest over three years, but vesting conditions can vary at the discretion of the Company’s board of directors. A total of 3,530,634 ordinary shares were reserved for issuance in accordance with the provisions of the EMI Plan and restricted stock unit (“RSUs”) plan. Upon adoption of the Plan, no further awards are to be made under the EMI Plan.
The fair value of each stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions:
Year Ended,
20242023
Expected volatility108.73 %97.1 %
Expected term (years)66
Risk-free interest rate4.0 %3.7 %
Expected dividend yield— %— %

Expected volatility: Previously there was insufficient trading history for the Company’s ordinary shares, therefore the expected price volatility for our ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of our options over a period of history commensurate with the expected life of the options. When selecting industry peers used in measuring implied volatility, the Company considered the similarity of their products and business lines, as well as their stage of development, size and financial leverage. The Company applied this process consistently using the same or similar public companies until 2023. For options granted in 2023 and 2024, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the expected volatility of the average historical volatility of industry peers’ shares.
Expected term (years): Expected term represents the period that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the stock options. Therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option.
Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the daily U.S. Treasury yield curve rate in effect as of the date of grant.
Expected dividend yield: The Company does not anticipate paying any dividends in the foreseeable future.
A summary of stock option activity is presented below:
Number of
Stock Options		Weighted-
average
Exercise
Price Per
Option		Weighted-
average
Remaining
Contractual
Term (Years)		Aggregate
Intrinsic Value
(in thousands)
Outstanding, January 1, 20246,207,664$6.91 7.95$6,044 
Granted2,170,3523.17 
Exercised(171,981)0.00034 
Forfeited/expired(920,760)8.54 
Outstanding, December 31, 20247,285,275$5.76 7.61$942 
Exercisable, December 31, 20243,629,105$7.93 7.13$790 
The weighted-average grant date per-share fair value of stock options granted during the year ended December 31, 2024 was $2.66 per share (December 31, 2023: $1.99 per share). The aggregate intrinsic value of stock options exercised during the year ended December 31, 2024 was $0.4 million (December 31, 2023: $0.2 million). As of December 31, 2024, there was $3.1 million (2023: $3.0 million) of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 1.46 years (2023: 1.60 years).
Share based compensation expense is classified in the consolidated statements of operations and comprehensive loss as follows (in thousands):
Year ended
December 31,
2024		Year ended
December 31,
2023
Research and development$1,680 $2,011 
General and administrative3,029 3,044 
Total$4,709 $5,055