Stock-Based Awards | 8. Stock-Based Awards 2012 Equity Incentive Plan The Company’s 2012 Equity Incentive Plan (the “2012 Plan”) permits the Company to sell or issue common stock or restricted common stock or to grant incentive stock options or nonqualified stock options for the purchase of common stock, restricted stock 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 2012 Plan is subject to increase by the number of shares forfeited under any options terminated and not exercised under the 2012 Plan or the previous plan, known as the 1995 Equity Incentive Plan, as well as by a number of additional shares automatically on the first day of each fiscal year equal to the lowest amount among the following: (i) 3% of the Company’s outstanding shares of common stock as of that date, (ii) 2,088,167 shares of common stock, or (iii) a lower amount determined by the board of directors. On October 1, 2014, the number of shares of common stock that may be issued under the 2012 Plan was increased by 557,863. As of June 30, 2015, 455,136 shares remained available for future grant. Stock Option Valuation The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. To date the Company lacks sufficient company-specific historical volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a selected group of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock 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. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The relevant data used to determine the value of the stock option grants is as follows, presented on a weighted average basis: Three Months Ended June 30, Nine Months Ended June 30, 2015 2014 2015 2014 Risk-free interest rate 1.84 % 1.93 % 1.85 % 1.89 % Expected term (in years) 6.10 6.10 6.03 6.06 Expected volatility 70 % 76 % 74 % 75 % Expected dividend yield 0 % 0 % 0 % 0 % The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods. As required by the 2012 Plan, 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 Company bases fair value of its common stock on the quoted market price. The following table summarizes stock option activity during the nine months ended June 30, 2015: Shares Issuable Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of September 30, 2014 1,389,437 $ 15.39 7.2 $ 33,573 Granted 513,355 42.33 Exercised (113,360 ) 4.88 Expired (39,485 ) 32.47 Outstanding as of June 30, 2015 1,749,947 $ 23.59 7.4 $ 37,517 Options vested and expected to vest as of June 30, 2015 1,566,662 $ 24.22 7.4 $ 32,250 Options exercisable as of June 30, 2015 794,816 $ 13.17 5.7 $ 25,288 In March 2013, the Company granted certain executives a total of 167,052 options that vest upon the achievement of certain performance-based targets. The grant date fair value of these options was $2,479. During the three and nine months ended June 30, 2015, the Company recorded no compensation expense related to these options as none of the remaining performance-based targets were considered probable of being achieved during these periods. During the nine months ended June 30, 2014, one performance-based target was achieved and the Company recorded compensation expense of $206 related to that target. Market and Performance-based Stock Unit Awards In February 2015, the Company awarded certain executive officers a total of 41,800 share units consisting of 20,900 performance share units, or PSUs, and 20,900 relative total shareholder return units, or rTSRUs. The number of units 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 200% of the target number. The PSUs will vest and result in issuance, or settlement, of common shares, based upon continued employment and achievement of specified research and development milestones on or before December 31, 2016. The aggregate grant date fair value of the 20,900 PSUs ranges between $0 and $1,501. During the three months ended June 30, 2015, the Company recorded no compensation expense related to the PSU awards as none of the performance-based targets were probable of being achieved during this period. The rTSRUs will vest and result in the issuance of common stock based on continuing employment and the relative ranking of the total shareholder return, or TSR, of the Company’s common stock in relation to the TSR of the component companies in the NASDAQ Biotech Index over a two-year period based on a comparison of average closing stock prices in December 2014 and December 2016. 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 200% of the target number. The Company used a Monte Carlo simulation model to estimate that the grant-date fair value of the rTSRUs was $554. The table below sets forth the assumptions used to value the awards and the estimated grant-date fair value: Risk-free interest rate 0.61 % Dividend yield 0 % Expected volatility 55.66 % Remaining performance period (years) 1.86 Estimated fair value per share of rTSRUs granted $ 26.51 The fair value related to the rTSRUs will be recorded as compensation expense over the period from date of grant to December 2016 regardless of whether the target relative total shareholder returns are reached. Stock-Based Award Expense The Company recorded stock-based compensation expense for the three and nine months ended June 30, 2015 and 2014 in the following expense categories: Three Months Ended June 30, Nine Months Ended June 30, 2015 2014 2015 2014 Research and development $ 468 $ 196 $ 1,106 $ 562 General and administrative 1,116 580 2,935 1,325 $ 1,584 $ 776 $ 4,041 $ 1,887 As of June 30, 2015, the Company had an aggregate of $19,557 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 3.0 years. Employee Stock Purchase Plan Under the Employee Stock Purchase Plan (the “ESPP”), a total of 185,614 shares of common stock were reserved for issuance. As of June 30, 2015, the Company has not commenced any offering under the ESPP and no shares have been issued. |