SHARE-BASED COMPENSATION

6 Months Ended

Jun. 30, 2025

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

NOTE 15—SHARE-BASED COMPENSATION

Refer to the Annual Report for definitions of capitalized terms not included herein and further background on the Company’s share-based compensation programs included in the tables below. The Company’s board of directors approved the 2014 Omnibus Plan, adopted on May 28, 2014 and amended on June 25, 2025 under which 10.0 million ordinary shares is the maximum number that may be delivered upon satisfaction of awards granted.

The following table summarizes the Company’s share-based compensation expense for the three and six months ended June 30, 2025 and 2024, as well as unrecognized compensation cost as of June 30, 2025:


		Three Months Ended						Six Months Ended						June 30, 2025
		June 30,						June 30,						Unrecognized			Weighted
		2025			2024			2025			2024			Compensation Cost			Average Years
RSUs⁽¹⁾		$	0.8		$	1.5		$	3.6		$	3.9		$	2.9		1.1
Options			0.1			0.2			0.2			1.0			0.1		0.6
PSUs			0.6			0.7			1.2			1.3			3.3		1.9
Restricted Cash Units ("RCUs")			0.5			0.2			2.7			2.2			3.5	⁽²⁾	1.6
Total share-based compensation expense		$	2.0		$	2.6		$	7.7		$	8.4

(1)

RSU awards as of June 30, 2025 includes 842,847 RSUs granted in February 2025 to 10 employees which the award was subject to, and conditioned upon, the receipt of shareholder approval of an amendment to the Company’s Omnibus Incentive Plan at the Company’s annual general meeting of shareholders. On June 25, 2025, the shareholders approved the amendment. As a result of the approval, the condition within the RSU awards granted in February was satisfied and the RSU awards granted in February 2025 will be settled through share issuance. As a result on June 25, 2025 the awards were reclassified from liability to equity. The grant date fair value reflects the stock price as of the date of modification and $0.1 million of incremental compensation cost was recognized during the three and six months ended June 30, 2025.

(2)	Unrecognized Compensation Cost related to RCU awards as of June 30, 2025 is calculated using the stock price, subject to certain minimum and maximum amounts, as of June 30, 2025.

The following table summarizes awards granted and the respective weighted average grant date fair value for the six months ended June 30, 2025:


		Six Months Ended
		June 30, 2025
		Awards Granted			Weighted Average Grant Date Fair Value per Award
RSUs			1,182,719		$	3.21
PSUs			600,986			3.54
RCUs			1,518,653			5.00

Performance Share Units (PSUs)

PSUs, which are granted to executives, cliff vest on the third anniversary of the date of grant, generally subject to the executive remaining continuously employed by the Company through the vesting date and achieving certain performance obligations. The number of the PSUs that vest upon completion of the service period can range from 0% to 200% of the original grant, subject to certain limitations, contingent upon the Company’s total shareholder return during the performance period relative to a pre-defined set of industry peer companies. For the awards granted in February 2025, if the total shareholder return exceeds 100%, the Company, in its sole discretion, may elect to pay the grantee in lieu of shares and in settlement of the PSUs exceeding 100%, an amount in cash equal to the closing price per share of our common stock on the vesting date times the number of PSUs vesting above 100% on the vesting date. The February 2025 awards to be settled in shares are accounted for as equity settled shares, with a grant date fair value of $2.99. The February 2025 awards able to be settled in shares or cash are accounted for as liability settled awards, with a grant date fair value of $0.55.

The following are the weighted average assumptions used within the Monte Carlo valuation model for PSUs granted during the six months ended June 30, 2025:


	Six Months Ended
	June 30, 2025
Expected term (in years)		3.00
Expected volatility		85.00	%
Risk-free interest rate		4.05	%
Share price	$	5.00

Determining the fair value of PSUs requires considerable judgment, including estimating the expected volatility of the price of the Company’s ordinary shares, the correlation between the Company’s share price and that of its peer companies, and the expected rate of interest. The expected volatility for each grant is determined based on the historical volatility of the Company’s ordinary shares. The expected term of PSUs represents the length of the performance period. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a duration equivalent to the performance period. The share price is the closing price of the Company’s ordinary shares on the grant date.