Employee Compensation Plans | 3 Months Ended |
Mar. 31, 2015 |
Employee Compensation Plans | |
Employee Compensation Plans | |
9. Employee Compensation Plans |
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In July 2014, the Company’s Board of Directors approved the 2014 Stock Plan (the “2014 Plan”) and reserved to be authorized for issuance under the 2014 Plan the sum of (1) 1,782,500 shares of the Company’s common stock, (2) the number of shares of the Company’s common stock reserved under the Predecessor Plans (as defined below) that are not issued or subject to outstanding awards under the Predecessor Plans as of the closing of the Company’s IPO and (3) any shares of the Company’s common stock which are subject to outstanding options under the Predecessor Plans as of the closing of the Company’s IPO that subsequently expire or lapse unexercised or are subsequently forfeited to or repurchased by the Company, provided that the shares reserved under clauses (2) and (3) above shall include no more than 1,070,687 shares of the Company’s common stock. Under the 2014 Plan, options to purchase common stock, restricted stock and restricted stock units may be granted to the Company’s employees, nonemployee directors, and consultants providing services to the Company. The aggregate number of shares of the Company’s common stock reserved for issuance under the 2014 Plan shall automatically be increased on the first business day of each of the Company’s fiscal years by a number equal to the smallest of (i) 4% of the total number of shares of the Company’s common stock actually issued and outstanding on the last business day of the prior fiscal year (excluding any rights to purchase shares of the Company’s common stock that may be outstanding, such as options or warrants), (ii) 1,426,000 shares of the Company’s common stock or (iii) a number of shares of Common Stock determined by the Company’s board of directors. As of January 1, 2015, the number of shares of common stock that may be issued under the 2014 Plan was automatically increased by 721,076 shares. As of March 31, 2015, there are 2,347,354 shares available for grant without restriction. |
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The Company has three additional share-based compensation plans pursuant to which outstanding awards have been made, but from which no further awards can or will be made: (i) the 2001 Stock Plan (the “2001 Plan”); (ii) the 2004 Stock Plan (the “2004 Plan”); and the 2013 Stock Plan (the “2013 Plan”, and collectively with the 2001 Plan and the 2004 Plan, the “Predecessor Plans”). |
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The cost of stock-based compensation awards are determined based on the grant-date fair value, net of the effects of estimated forfeitures of the awards, and is recognized into expense over the award’s service period. Stock-based compensation expense for the three months ended March 31, 2015 and 2014 was recognized as follows: |
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| | Three Months Ended | | | | | |
March 31, | | | | |
| | 2015 | | 2014 | | | | | |
Research and development | | $ | 137,758 | | $ | 2,400 | | | | | |
General and administrative | | 191,880 | | 1,326 | | | | | |
Total stock-based compensation | | $ | 329,638 | | $ | 3,726 | | | | | |
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| | Three Months Ended | | | | | |
March 31, | | | | |
| | 2015 | | 2014 | | | | | |
Stock options | | $ | 295,094 | | $ | 3,726 | | | | | |
Employee stock purchase plan | | 34,544 | | — | | | | | |
Total stock-based compensation | | $ | 329,638 | | $ | 3,726 | | | | | |
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Stock Options |
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All options granted under the Plans were granted with exercise prices equal to or above the fair market value of the Company’s common stock on the date of grant. Options granted under the Plans vest over a time period or based on performance milestones established at the sole discretion of the Company’s board of directors or its compensation committee. Vesting for time-based options generally occurs over a period of not greater than four years. All stock options expire no later than ten years from the grant date. Under the terms of the Plans, employees may use shares to exercise a portion of these options. Shares tendered for this purpose are valued at the fair market value as of the date the options are exercised. |
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The following table summarizes stock option activity under the Plans from January 1, 2015 through March 31, 2015: |
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| | Number of | | Weighted- | | Weighted- | | Aggregate | |
Shares | Average | Average | Intrinsic Value |
| Exercise | Contractual | |
| Price | Life (in Years) | |
Outstanding, January 1, 2015 | | 1,484,696 | | $ | 4.884 | | | | | |
Granted | | 406,501 | | $ | 14.255 | | | | | |
Exercised | | (132,992 | ) | $ | 1.4534 | | | | | |
Expired | | — | | $ | — | | | | | |
Forfeited | | — | | $ | — | | | | | |
Outstanding, March 31, 2015 | | 1,758,205 | | $ | 7.3101 | | 6.54 | | $ | 8,778,679 | |
Exercisable, March 31, 2015 | | 713,224 | | $ | 4.2009 | | 3.12 | | $ | 5,355,704 | |
Vested and Expected to Vest, March 31, 2015 | | 1,712,050 | | $ | 7.2361 | | | | | |
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The Company granted 303,559 performance-based stock options to employees in March 2011. These performance options have a 10-year life and exercise prices equal to the fair value of the Company’s stock at the grant date. Vesting of no more than 60% of these performance options is dependent on (i) meeting certain performance conditions, which relate to the Company’s research and development progress, which were established by the Company’s board of directors and (ii) the passage of time subsequent to the achievement of such performance conditions. Vesting of no more than 40% of these performance options is dependent on (i) meeting certain performance conditions, which relate to a deemed liquidation of the Company, an IPO or consummation of a strategic transaction, which were established by the Company’s board of directors and (ii) the passage of time subsequent to the achievement of such performance conditions. The Company’s board of directors determines if the performance conditions have been met. Stock-based compensation expense for these options is recorded when management estimates that the vesting of these options is probable based on the status of the Company’s research and development programs and other relevant factors. As of March 31, 2015, 110,701 performance-based stock options have been deemed probable and stock-based compensation expense is recorded ratably over the service period associated with each performance condition. Any change in these estimates will result in a cumulative adjustment in the period in which the estimate is changed, so that as of the end of a period, the cumulative compensation expense recognized for an award or grant equals the amount that would be recognized on a straight-line basis as if the current estimates had been utilized since the beginning of the service period. |
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The Company uses the Black-Scholes valuation model to estimate the fair value of stock options at the grant date. The Black-Scholes valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk- free investments, and the expected dividend yield for the Company’s stock. |
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The fair values of stock options granted were calculated using the following weighted-average assumptions: |
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| | Three Months Ended | | | | | | | |
March 31, | | | | | | |
| | 2015 | | 2014 | | | | | | | |
Weighted-average risk-free interest rate | | 1.71 | % | 2.06 | % | | | | | | |
Expected term of options (in years) | | 6.25 | | 6.25 | | | | | | | |
Expected stock price volatility | | 81.00 | % | 83.00 | % | | | | | | |
Expected dividend yield | | 0 | % | 0 | % | | | | | | |
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The weighted average fair value of options granted during the three months ended March 31, 2015 and 2014 was $10.05 and $2.65 per share, respectively. |
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The weighted-average valuation assumptions for all stock-based awards were determined as follows: |
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| · | | Weighted-average risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. | | | | | | | | |
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| · | | Expected term of options: The expected term of options represents the period of time options are expected to be outstanding. The expected term of the options granted is derived using the “simplified” method, as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment. | | | | | | | | |
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| · | | Expected stock price volatility: The expected volatility is based on historical stock price volatilities of similar entities within the Company’s industry over the period that is commensurate with the expected term of the option. | | | | | | | | |
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| · | | Expected dividend yield: The estimate for annual dividends is $0.00, because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. | | | | | | | | |
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The total cash received from employees as a result of employee stock option exercises during the three months ended March 31, 2015 and 2014 was $190,973 and $18,294 respectively. |
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As of March 31, 2015, excluding performance-based stock options that have not been deemed probable, the aggregate unrecognized stock-based compensation expense related to unvested options granted under the Stock Plans that were expected to vest was $5,327,466. That expense is expected to be recognized as follows: |
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Year ending December 31, | | | | | | | | | | |
2015 | | $ | 1,217,824 | | | | | | | | |
2016 | | 1,547,829 | | | | | | | | |
2017 | | 1,430,781 | | | | | | | | |
2018 | | 1,038,381 | | | | | | | | |
2019 | | 92,651 | | | | | | | | |
| | $ | 5,327,466 | | | | | | | | |
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The aggregate estimated fair value of options for which the satisfaction of the related-performance conditions have not been deemed probable is $827,860 as of March 31, 2015. |
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Restricted Stock Units (“RSU”) |
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During 2013, the Company awarded a performance-based RSU covering 391,304 shares of common stock from the 2013 Plan. An RSU award entitles the holder to receive shares of the Company’s common stock as the award vests. Vesting of the performance-based RSU was contingent upon the achievement of pre-determined performance-based milestones, as determined by the Company’s board of directors or its compensation committee. During the year ended December 31, 2014, it was determined that the performance-based milestones on the RSU were met and the award was fully vested. |
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Under settlement procedures applicable to the performance-based RSU, which was held by the Company’s chief executive officer, the Company was required to deliver the underlying 391,304 shares on March 13, 2015. On the settlement date, the Company net settled the award by delivering approximately 220,148 shares of its common stock to its chief executive officer and withholding approximately 171,156 shares of common stock to satisfy income taxes at the applicable minimum statutory rate. In connection with the net settlement, the Company remitted the $1,910,101 tax liability on behalf of its chief executive officer to the relevant tax authorities in cash. |
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Employee Stock Purchase Plan |
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In July 2014, the Company established an Employee Stock Purchase Plan (the “Purchase Plan”). Under the Company’s Purchase Plan, eligible employees can purchase common stock through accumulated payroll deductions at such times as are established by the administrator. The Purchase Plan is administered by the compensation committee of the Company’s board of directors. Under the Purchase Plan, eligible employees may purchase stock at 85% of the lower of the fair market value of a share of our common stock on the first day of an offering period or on the purchase date. Eligible employees may contribute up to 15% of their eligible compensation. A participant may purchase a maximum of 2,100 shares of common stock per purchase period. Under the Purchase Plan, a participant may not accrue rights to purchase more than $25,000 worth of our common stock for each calendar year in which such right is outstanding |
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As of the first business day of each fiscal year of the Company during the term of the Purchase Plan, the aggregate number of shares that may be issued under the Purchase Plan shall automatically increase by a number equal to the least of (i) 1% of the total number of shares of the Company’s common stock actually issued and outstanding on the last business day of the prior fiscal year (excluding any rights to purchase shares of the Company’s common stock that may be outstanding, such as options or warrants), (ii) 356,500 shares of the Company’s common stock, or (iii) a number of shares of the Company’s common stock determined by the Company’s board of directors. As of January 1, 2015, the number of shares of common stock that may be issued under the Purchase Plan was automatically increased by 180,269 shares, increasing the number of shares of common stock available for issuance under the Purchase Plan to 430,269 shares. |
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Effective February 1, 2015, employees who elected to participate in the Purchase Plan commenced payroll withholdings that accumulate during the offering period that ends on October 31, 2015, at which time shares of the Company’s common stock will be purchased at 85% of the lower of the fair market value of our common shares on January 30 or October 30, 2015. In accordance with the guidance in ASC 718-50, the ability to purchase shares of the Company’s common stock at the lower of the offering date price or the purchase date price represents an option and, therefore, the Purchase Plan is a compensatory plan under this guidance. Accordingly, stock-based compensation cost is determined based on the option’s grant-date fair value and is recognized over the requisite service period of the option. The Company has estimated the option’s fair value to be $5.43 using the Black-Scholes valuation model and recognized stock-based compensation expense of $34,544 in the three months ended March 31, 2015. |
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