Stock-based compensation | Stock-based compensation Equity incentive programs 2007 Stock Appreciation Grants Plan In October 2007, the Company adopted its 2007 Stock Appreciation Grants Plan (the “2007 Plan”). The 2007 Plan provides for the grant of units (“stock appreciation units”) entitling the holder upon exercise to receive cash in an amount equal to the amount by which the Company’s common stock has appreciated in value. Each stock appreciation unit entitles a participant to a cash payment in the amount of the excess of the fair market value of a share of common stock on the exercise date over the fair market value of a share of common stock on the award date. The total appreciation available to a participant from the exercise of an award is equal to the number of stock appreciation units being exercised, multiplied by the amount of appreciation per stock appreciation unit. The stock appreciation units granted under the 2007 Plan were primarily granted to employees or consultants of the Company’s subsidiaries in China. As of December 31, 2020, no stock appreciation units were outstanding. The Company does not intend to grant additional stock appreciation units under the 2007 Plan. 2010 Equity Incentive Plan In April 2010, the Company adopted its 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan terminated on April 13, 2020. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, market-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, and to non-employee directors and consultants. Additionally, the 2010 Plan provides for the grant of market-based cash awards. Incentive stock options may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants. Under the terms of the 2010 Plan, awards may be granted at prices not less than 100% of the fair value of the Company’s common stock, as determined by the Company’s board of directors, on the date of grant for an incentive stock option and not less than 85% of the fair value of the Company’s common stock on the date of grant for a non-qualified stock option. Options vest over a period of time as determined by the board of directors, generally over a three Initially, the aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2010 Plan was 865,420 shares. The number of shares of the Company’s common stock reserved for issuance under the 2010 Plan automatically increase on January 1st each year, starting on January 1, 2012 and continuing through January 1, 2020, by 3.5% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or such lesser number of shares of common stock as determined by the Company’s board of directors. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the 2010 Plan is 8,000,000 shares. As of December 31, 2020, stock options to purchase and restricted stock units to convert to a total of 5,682,649 shares of common stock were outstanding under the 2010 Plan and no shares were available for future issuance. 2010 Employee Stock Purchase Plan In February 2011, the Company adopted its 2010 Employee Stock Purchase Plan (the “2010 ESPP”). The 2010 ESPP was implemented through a series of offerings of purchase rights to eligible U.S. employees. The offering period is for 12 months beginning November 16th of each year, with two purchase dates on May 15th and November 15th. The 2010 ESPP initially authorized the issuance of 342,568 shares of the Company’s common stock pursuant to purchase rights granted to employees or to employees of designated affiliates. The number of shares of common stock reserved for issuance automatically increase on January 1st of each year, starting January 1, 2012, in an amount equal to the lesser of (1) 3.5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, (2) 600,000 shares of common stock or (3) such lesser number of shares of common stock as determined by the Company’s board of directors. As of December 31, 2020, the Company had 1,391,002 shares reserved for future issuance. In June 2019, the Company’s stockholders approved an amendment and restatement of the 2010 ESPP, which authorized 1,500,000 additional shares for issuance under the 2010 ESPP and eliminated the annual automatic increase provisions from the 2010 ESPP. 2011 Inducement Award Plan In September 2011, the Company adopted its 2011 Inducement Award Plan (the “2011 Plan”). The 2011 Plan provides for awarding options, stock appreciation rights, restricted stock grants, restricted stock units and other awards to new employees of the Company and its affiliates, including as a result of future business acquisitions. All options under this plan will be designated as non-statutory stock options. The number of shares initially reserved for issuance under the 2011 Plan was 750,000 shares. The exercise price of awards shall be not less than 100% of the fair market value of the Company’s common stock on the date of grant. Each stock appreciation right grant will be denominated in shares of common stock equivalents. Options and stock appreciation rights have a maximum term of ten years measured from the date of grant, subject to earlier termination following the individual’s cessation of service with the Company. In 2015, an additional 100,000 shares were authorized for issuance by the Company’s board of directors. As of December 31, 2020, stock options to purchase and restricted stock units to convert to a total of 491,414 shares of common stock were outstanding under the 2011 Plan and no shares were available for future issuance. 2020 Equity Incentive Plan On June 2, 2020, at the 2020 Annual Meeting of Stockholders of NeoPhotonics Corporation, the Company’s stockholders approved NeoPhotonics Corporation 2020 Equity Incentive Plan (the “2020 Plan”). The Plan became effective immediately upon stockholder approval at the Annual Meeting. The aggregate number of shares of common stock reserved for issuance under the 2020 Plan will not exceed the sum of (i) 1,921,414 shares and (ii) certain shares subject to outstanding awards granted under the Company’s 2010 Equity Incentive Plan or 2011 Inducement Award Plan that may become available for issuance under the 2020 Plan, as such shares become available from time to time. As of December 31, 2020, stock options to purchase and restricted stock units to convert to a total of 246,435 shares of common stock were outstanding under the 2020 Plan and 1,786,184 shares were reserved for future issuance. Determining Fair Value The Company estimated the fair value of certain stock-based awards using a Black-Scholes-Merton valuation model with the following assumptions: Years ended December 31, Stock options 2020 2019 2018 Weighted-average expected term (years) 6.00 6.00 6.02 Weighted-average volatility 69% 67% 65% Risk-free interest rate 0.46% 1.82%-2.27% 2.27%-2.62% Expected dividends —% —% —% Stock appreciation units Weighted-average expected term (years) 1.15 1.52 1.94 Weighted-average volatility 66% 64% 66% Risk-free interest rate 0.11%-1.60% 1.63%-2.63% 1.03%-2.81% Expected dividends —% —% —% ESPP Weighted-average expected term (years) 0.72 0.71 0.72 Weighted-average volatility 62% 71% 61% Risk-free interest rate 0.11%-0.15% 1.75%-2.44% 1.93%-2.59% Expected dividends —% —% —% Expected term. The expected term for stock options was estimated using the Company’s historical exercise behavior and expected future exercise behavior. Vested stock appreciation units first became exercisable upon the expiration of the lock-up period associated with the initial public offering. Therefore, the Company estimated the term of the award based on an average of the weighted-average exercise period and the remaining contractual term. The expected term for the ESPP represents the period of time from the beginning of the offering period to the purchase date. Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company was based on a combination of its own volatility and the volatility of similar entities through end of 2016. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage were taken into consideration. The term over which volatility was measured was commensurate with the expected term. Starting 2017, the volatility assumption is based on the historical volatility of our common stock over the expected term of the stock options. Risk-free interest rate . The risk-free rate that the Company uses in the Black-Scholes-Merton option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Stock-Based Compensation Expense The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2020, 2019 and 2018. Unamortized stock-based compensation costs capitalized as part of inventory were immaterial in each of the periods presented (in thousands): Years ended December 31, 2020 2019 2018 Cost of goods sold $ 2,305 $ 2,244 $ 2,596 Research and development 3,367 3,138 3,570 Sales and marketing 2,403 2,411 3,248 General and administrative 4,262 4,663 4,728 $ 12,337 $ 12,456 $ 14,142 Stock Option and Restricted Stock Unit Activity The following table summarizes the Company’s stock option and restricted stock unit, or RSU, activity during the year ended December 31, 2020. The table does not include market-based or performance based RSU awards. Stock Options Restricted Stock Units Shares Available for Grant Number of Shares Weighted Average Exercise Price Number of Units Weighted Average Grant Date Fair Value Balance at December 31, 2019 1,309,215 2,598,745 $ 5.93 3,170,981 $ 5.80 Authorized for issuance 3,619,813 — — — — Granted (2,086,620) 53,760 8.56 1,942,460 7.67 Exercised/Converted — (498,041) 4.36 (1,313,256) 6.19 Cancelled/Forfeited (1,056,224) (57,547) 10.42 (178,504) 6.48 Balance at December 31, 2020 1,786,184 2,096,917 $ 6.25 3,621,681 $ 6.63 The following table summarizes information about stock options outstanding as of December 31, 2020: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Thousands) Vested and expected to vest 2,093,935 $ 6.25 4.42 $ 6,579,560 Exercisable 2,013,287 $ 6.22 4.28 $ 6,407,012 The weighted-average exercise price of stock options outstanding as of December 31, 2020 was $6.25. As of December 31, 2020, the weighted-average remaining contractual term of stock options outstanding was 4.42 years. The fair value of options vested during the years ended December 31, 2020, 2019 and 2018 was $0.9 million, $1.6 million and $2.3 million, respectively. The intrinsic value of options vested and expected to vest and exercisable as of December 31, 2019 is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2020. The intrinsic value of options exercised during the years ended December 31, 2020, 2019 and 2018, was $2.1 million, $1.3 million and $2.4 million, respectively. The weighted-average fair value of options granted was $5.22, $2.68 and $4.03 per share for the years ended December 31, 2020, 2019 and 2018, respectively. At December 31, 2020, there was $0.3 million of unrecognized stock-based compensation expense for stock options, net of estimated forfeitures, which will be recognized over the remaining weighted-average period of 0.7 years. Included in the outstanding stock options at December 31, 2020 are 0.5 million shares of market-based stock options granted to key personnel. The fair value of its market-based option grants was $4.72 for 2015 and $1.65 for 2014 using a Monte Carlo simulation model with the assumptions discussed above. These options vested in September 2016 as a result of the satisfaction of the market condition requiring the average closing price of the Company’s common stock over a period of 20 consecutive trading days to be equal to or greater than $15.00 per share and the recipients remaining in continuous service with the Company through such period. The Company recorded approximately $4.8 million in related stock-based compensation expense for these options in 2016. The following table summarizes information about RSUs outstanding as of December 31, 2020: Restricted Stock Units Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Thousands) Vested and expected to vest 3,173,040 $ — 1.34 $ 28,842,929 The fair value of RSUs vested during the years ended December 31, 2020, 2019 and 2018 was $8.1 million, $8.9 million and $9.8 million, respectively. The intrinsic value of RSUs vested and expected to vest as of December 31, 2020 is calculated based on the fair value of the Company’s common stock as of December 31, 2020. The intrinsic value of RSUs converted during the years ended December 31, 2020, 2019 and 2018, was $11.3 million, $4.7 million and $7.4 million, respectively. The weighted-average fair value of RSUs granted was $7.67, $4.90 and $6.83 per share for the years ended December 31, 2020, 2019 and 2018, respectively. At December 31, 2020, the Company had $15.6 million of unrecognized stock-based compensation expense for RSUs, net of estimated forfeitures, which will be recognized over the remaining weighted-average period of 2.5 years. The majority of the Company’s RSUs that were converted during the years ended December 31, 2020, 2019 and 2018 were net share settled. Upon each settlement date, RSUs were withheld to cover the minimum withholding tax and the remaining amounts were delivered to the recipient as shares of the Company’s common stock. In 2020, 2019 and 2018, the Company withheld 206,065, 155,267 and 147,572 shares, respectively, and remitted cash of $1.8 million, $0.7 million and $1.0 million, respectively, to the appropriate tax authorities. Market-based Restricted Stock Unit Activity In 2019 and 2018, the Company granted 10,000 shares and 695,000 shares, respectively, of market-based RSUs to certain employees. These RSUs will vest if the 30-day weighted average closing price of the Company's common stock is equal to or greater than certain price targets per share and the recipients remain in continuous service with the Company through such service period. 30,000 and 63,500 RSU's were canceled during 2020 and 2019, respectively, no RSUs were canceled in 2018. There were no RSUs vested in 2020, 2019 and 2018. The weighted average grant-date fair value per share of market-based RSUs granted during 2019 and 2018 was approximately $4.86 and $5.82, respectively. As of December 31, 2020, the Company had $0.6 million of unrecognized stock-based compensation expense for RSUs, net of estimated forfeitures, which will be recognized over the remaining weighted-average period of 0.78 years. The fair value of market-based RSUs was measured on the grant date using Monte Carlo simulation model with the following assumptions: Years ended December 31, 2019 2018 Weighted-average volatility 66% 66% Risk-free interest rate 2.79% 2.79% Expected dividends —% —% Market-based RSUs expire seven years from the date of grant. As of December 31, 2020, the weighted average remaining contractual term for market-based RSUs is 4.6 years. Performance-based Restricted Stock Units In April 2020, the Company granted 90,400 shares of performance-based RSUs to certain employees. These RSUs will vest upon certification by the Board of Directors or the Compensation Committee that the Company has achieved at least $425 million in revenue over four consecutive fiscal quarters and the recipients remain in continuous service with the Company through such service period. No performance-based RSUs were vested or cancelled during 2020. The weighted average grant-date fair value per share of performance-based RSUs granted during 2020 was $7.73 per share Stock Appreciation Unit Activity The following table summarizes the Company’s stock appreciation unit activity during the year ended December 31, 2020: Stock Appreciation Units Weighted-Average Exercise Price Stock appreciation units outstanding as of December 31, 2019 163,471 $ 5.01 Stock appreciation units exercised (10,264) $ 3.58 Stock appreciation units canceled (3,207) $ 5.06 Stock appreciation units outstanding as of December 31, 2020 150,000 $ 5.11 The fair value of stock appreciation units vested was immaterial in 2020, 2019 and 2018. The intrinsic value of stock appreciation units is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2020. Cash paid for stock appreciation units exercised was $0.1 million in 2020, 2019 and 2018, respectively. The stock appreciation units may only be settled in cash. As of December 31, 2020 and 2019, the liability for settlement of stock appreciation units was approximately $0.7 million and $0.8 million, respectively, and was included in accrued and other current liabilities on the consolidated balance sheet, based on the fair value of the stock appreciation units, that will be recognized through settlement. Included in the outstanding stock appreciation units at December 31, 2020 were 0.2 million shares of market-based stock appreciation units granted to key personnel which were granted during 2013. These market-based units vested in September 2016 upon the satisfaction of the market condition requiring the average closing price of the Company’s common stock over a period of 20 consecutive trading days to be equal to or greater than $15.00 per share and the recipients remaining in continuous service with the Company through such period. In 2020, the Company recorded approximately $0.1 million gain as compared to approximately $0.2 million loss in 2019, in related stock-based compensation for these stock appreciation units. Employee Stock Purchase Plan |