Stock-Based Awards | 10. Stock-Based Awards The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) permits the Company to sell or issue awards of common stock or restricted common stock or to grant awards of incentive stock options or nonqualified stock options for the purchase of common stock, restricted stock units, performance units, stock appreciation rights or other cash incentive awards, to employees, members of the board of directors and consultants of the Company. The number of shares of common stock that may be issued under the 2019 Plan is subject to increase by the number of shares forfeited under any options forfeited and not exercised under the 2019 Plan or any predecessor plans such as the 2012 Equity Incentive Plan or the 1995 Equity Incentive Plan. As of September 30, 2021, 1,093 shares remained available for future awards under the 2019 Plan. The 2019 Plan replaces and is the successor to the 2012 Equity Incentive Plan (the “2012 Plan”) and the 1995 Equity Incentive Plan (the “1995 Plan”). The 2012 and 1995 Plans provided for the Company to sell or issue awards of common stock or restricted common stock, or to grant awards of incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the board of directors and consultants of the Company. Sales, issuances or grants of shares entitle the holder to purchase common stock from the Company, for a specified exercise price, during a period specified by the applicable equity award agreement. Upon the closing of the Company’s initial public offering, all remaining shares reserved for issuance under the 1995 Plan were transferred to the 2012 Plan and no further awards were made under the 1995 Plan. Upon the approval of the 2019 Plan by the Company’s shareholders in February 2019, all remaining shares reserved for issuance under the 2012 Plan were transferred to the 2019 Plan and no further awards have been made under the 2012 Plan. Under the Company’s Employee Stock Purchase Plan (“ESPP”) a total of 186 shares of common stock are reserved for issuance. As of September 30, 2021 , the Company had not commenced any offering under the ESPP and no ESPP shares have been issued. The Company applies the fair value recognition provisions for all stock-based awards granted or modified. In the case of service-based awards, the compensation cost is recorded over the requisite service period of the award on the straight-line method based on the grant-date fair value. The requisite service period for service-based option awards is generally four years . Options granted under the 2019 Plan to employees generally vest over four years and to non-employee directors over one year , and expire after ten years . Stock Option Valuation The fair value of each stock option award is determined on the date of grant using the Black-Scholes option-pricing model. The volatility has been determined using the Company’s traded stock price following our March 2013 IPO to estimate expected volatility. The expected term of the Company’s options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is zero on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. As required under our equity plans, the exercise price for awards granted is not to be less than the fair value of common shares as estimated by the Company as of the date of grant. The relevant data used to determine the value of the stock option awards are as follows, presented on a weighted average basis: Years Ended September 30, 2021 2020 2019 Risk-free interest rate 0.61 % 1.41 % 2.76 % Expected term (in years) 6.05 6.02 6.05 Expected volatility 52 % 53 % 55 % Expected dividends 0 % 0 % 0 % Weighted average grant date fair value $ 21.76 $ 30.47 $ 44.66 The following table summarizes stock option activity, including aggregate intrinsic value for the year ended September 30, 2021: Shares Weighted Weighted Aggregate (in thousands) (in thousands) Outstanding as of September 30, 2020 3,262 $ 49.82 6.5 $ 21,860 Granted 901 45.01 Exercised ( 129 ) 27.99 Forfeited ( 182 ) 67.01 Outstanding as of September 30, 2021 3,852 $ 48.61 6.4 $ 49,173 Options vested and expected to vest as of September 30, 2021 3,852 $ 48.61 6.4 $ 49,173 Options exercisable as of September 30, 2021 2,520 $ 45.91 5.2 $ 39,356 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock. The following tables summarize additional exercise and grant date information: Years Ended September 30, 2021 2020 2019 (in thousands) Aggregate intrinsic value of stock options exercised $ 2,704 $ 7,850 $ 13,855 Proceeds to Company from stock options exercised $ 3,614 $ 10,481 $ 6,848 Market and Performance-Based Stock Unit Awards The Company awards both performance share units, or PSUs, and relative total stockholder return units, or rTSRUs, to its executive officers. The PSUs vest and result in issuance, or settlement, of common shares for each recipient, based upon the recipient’s continued employment with the Company through the settlement date of the award and the Company’s achievement of specified research and development milestones. The requisite service period of the PSUs is generally 2 years. The fair value of PSUs is based on the fair value of the stock on the date of grant which is determined to be the closing price of our common stock. The fair value of PSUs is recorded in the financial statements when it is probable that the specified research and development milestone is achieved. The rTSRUs vest and result in the issuance of common stock based upon the recipient’s continuing employment with the Company through the settlement date of the award and the relative ranking of the total stockholder return, or TSR, of the Company’s common stock in relation to the TSR of the component companies in the NASDAQ Biotech Index over two specified periods that are two years apart, based on a comparison of average closing stock prices in specified periods noted in the award agreement. The number of market-based rTSRUs awarded represents the target number of shares of common stock that may be earned; however, the actual number of shares that may be earned ranges from 0 % to 150 % of the target number, depending on the award agreement and the year of the award. The Company used a Monte Carlo model to estimate the grant-date fair value of the rTSRUs. Assumptions and estimates utilized in the calculation of the fair value of the rTSRUs include the risk-free interest rate, dividend yield, expected volatility based on the historical volatility of publicly traded peer companies and the remaining performance period of the award. The table below sets forth the weighted average grant date fair value assumptions used to value the rTSRUs: Years Ended September 30, 2021 2020 2019 Risk-free interest rate 0.13 % 1.62 % 2.65 % Dividend yield 0 % 0 % 0 % Expected volatility 74 % 68 % 62 % Remaining performance period (years) 1.97 2.03 2.03 The following table summarizes PSU and rTSRU activity (at target) for the year ended September 30, 2021: PSUs rTSRUs Shares Weighted Shares Weighted (in thousands, except per share data) Unvested at September 30, 2020 46 $ 65.23 46 $ 46.46 Granted 84 44.58 84 26.55 Vested — — — — Cancelled ( 19 ) 67.13 ( 19 ) 47.42 Unvested at September 30, 2021 111 $ 49.31 111 $ 31.26 A total of 80 % of target PSUs and 200 % of target rTSRUs granted in January 2017 vested during the year ended September 30, 2019, resulting in the issuance of an aggregate of 125 common shares, net of share withholding for income taxes. A total of 15 % of target PSUs and 90 % of target rTSRUs granted in March 2018 vested during the year ended September 30, 2020, resulting in the issuance of 23 common shares, net of share withholding for income taxes. The total fair value of PSUs and rTSRUs vested during the years ended September 30, 2021, 2020, and 2019 were $ 0 , $ 1,227 and $ 11,074 , respectively. Restricted Stock Units In November 2016, the Company awarded restricted stock units to its employees, which vest as to 50 % of the units on the third anniversary of the award and 50 % on the fourth anniversary of the award, provided the employee remains employed with the Company at the time of vesting. The fair value of these awards was determined based on the fair value of the stock on the date of grant which is determined to be the closing price of the common stock on November 15, 2016 and is recognized as stock-based compensation expense over the requisite service period. The following table summarizes the restricted stock unit activity for the year to date period ending September 30, 2021: Restricted Weighted (in thousands, except per share data) Unvested at September 30, 2020 45 $ 30.00 Granted 123 43.57 Vested ( 45 ) 30.00 Cancelled ( 6 ) 41.40 Unvested at September 30, 2021 117 $ 43.57 The total fair value of restricted stock units vested during the years ended September 30, 2021, 2020, and 2019 were $ 1,897 , $ 3,149 and $ 0 , respectively. Stock-Based Compensation Expense The Company recorded the following stock-based compensation expense for the years ended September 30, 2021, 2020, and 2019: Years Ended September 30, 2021 2020 2019 (in thousands) Research and development $ 10,075 $ 10,096 $ 8,833 General and administrative 10,916 9,479 10,393 $ 20,991 $ 19,575 $ 19,226 Years Ended September 30, 2021 2020 2019 (in thousands) Stock options $ 18,004 $ 17,459 $ 15,854 rTSRUs 1,537 1,216 1,568 PSUs 235 259 1,278 Restricted stock units 1,215 641 526 $ 20,991 $ 19,575 $ 19,226 As of September 30, 2021, the Company had an aggregate of $ 42,222 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 2.3 years. |