Stock Based Compensation | 11. Stock-Based Compensation Equity Incentive Plan In January 2013, our Board of Directors adopted our 2013 Equity Incentive Plan, or the 2013 Plan, which became effective upon the closing of our IPO in May 2013. As of December 31, 2017, we are authorized to issue 15,032,633 shares of common stock under the 2013 Plan. The 2013 Plan had 3,735,201 shares of common stock available for future issuance as of December 31, 2017, subject to automatic annual increases each January 1st and will continue through January 1, 2023. The automatic annual share increase is equal to 5 % of the total number of outstanding shares of our common stock on December 31st of the preceding fiscal year, unless our Board of Directors elects to forego or reduce such increase. Further, all remaining shares available under the 2003 Equity Incentive Plan, or the 2003 Plan, were transferred to the 2013 Plan upon adoption. The 2013 Plan provides for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards 2017 to employees, officers, directors and consultants. In September 2017, our Board of Directors adopted an Inducement Plan (“2017 Plan”) with 1,500,000 shares authorized for issuance to new employees entering into employment with Portola in accordance with NASDAQ Listing Rule 5635(c)(5). The 2017 Plan had 864,600 Stock Options Incentive stock options may be granted with exercise prices of not less than 100% of the estimated fair value of our common stock and nonstatutory stock options may be granted with an exercise price of not less than 85% of the estimated fair value of the common stock on the date of grant. Stock options granted to a stockholder owning more than 10% of our voting stock must have an exercise price of not less than 110% of the estimated fair value of the common stock on the date of grant. Stock options are generally granted with terms of up to ten years and vest over a period of four years. The following table summarizes stock option activities under our 2013 Plan and 2017 Plan Shares Subject to Weighted- Outstanding Average Exercise Stock Options Price Per Share Balance at December 31, 2016 5,817,116 $ 25.26 Options granted 2,139,750 40.43 Options exercised (1,080,570 ) 16.11 Options canceled (361,758 ) 32.33 Balance at December 31, 2017 6,514,538 $ 31.36 Additional information related to the status of stock options at December 31, 2017, is as follows (aggregate intrinsic value in thousands): Weighted- Average Remaining Exercise Price Contractual Aggregate Shares Per Share Life Intrinsic Value Outstanding 6,514,538 $ 31.36 7.0 $ 120,071 Vested 3,629,244 $ 25.35 5.5 $ 84,886 The aggregate intrinsic values of stock options outstanding and vested were calculated as the difference between the exercise price of the stock options and the fair value of our common stock as of December 31, 2017. The aggregate intrinsic value of stock options exercised was $39.3 million, $1.0 million and $35.9 million for the years ended December 31, 2017, 2016 and 2015, respectively. The weighted-average grant date fair value of employee stock options granted during the years ended December 31, 2017, 2016 and 2015 was $24.08, $17.15 and $22.84 per share, respectively. The total estimated grant date fair value of stock options vested during the years ended December 31, 2017, 2016 and 2015 was $23.0 million, $20.8 million and $12.0 million, respectively. We recognized stock-based compensation expenses of $25.5 Performance Stock Options (“PSOs”) In May 2016, the Compensation Committee of our Board of Directors approved the commencement of granting performance stock option awards to our executive and senior officers. PSOs represent a contingent right to purchase our Common Stock upon achievement of specified conditions. The PSOs granted in May 2016 will vest upon the achievement of certain regulatory and manufacturing goals related to our lead programs. We recognized stock-based compensation expense of $2.3 million and $0.5 million in 2017 and 2016, respectively, relating to these PSOs. As of December 31, 2017, the stock-based compensation expense for these PSOs had been fully recognized. The following table summarizes PSO activities under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average Exercise Stock Options Price Per Share Balance at December 31, 2016 180,752 $ 23.76 Options granted – – Options exercised (11,969 ) 23.76 Options canceled (4,000 ) 23.76 Balance at December 31, 2017 164,783 $ 23.76 Additional information related to the status of PSOs at December 31, 2017, is as follows (aggregate intrinsic value in thousands): Weighted- Average Remaining Exercise Price Contractual Aggregate Shares Per Share Life Intrinsic Value Outstanding 164,783 $ 23.76 7.9 $ 4,106 Vested 164,783 $ 23.76 7.9 $ 4,106 The aggregate intrinsic value of PSOs exercised was $0.4 million for the year ended December 31, 2017. The weighted-average grant date fair value of PSOs granted during the year ended December 31, 2017 was $23.76 Restricted stock units (“RSUs”) In January 2015, the Compensation Committee of our Board of Directors approved the commencement of granting restricted stock units to our employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our Common Stock upon vesting. The RSUs cannot be transferred, and until they vest, the awards are subject to forfeiture if employment terminates prior to the release of the vesting restrictions. The RSUs, generally vest in equal amounts on each of the first three year anniversaries of the grant date, provided the employee remains continuously employed with us. The fair value of the RSUs is equal to the closing price of our Common Stock on the grant date. The following table summarizes RSU activities under our 2013 Plan and 2017 Plan and related information: Shares Weighted- Subject to Average grant Outstanding date fair value RSU's per share Balance at December 31, 2016 546,507 $ 28.38 RSUs granted 343,800 27.15 RSUs released (211,882 ) 28.26 RSUs canceled (78,091 ) 27.19 Balance at December 31, 2017 600,334 $ 27.87 Additional information related to the status of RSUs at December 31, 2017, is as follows (aggregate intrinsic value in thousands): Remaining Contractual Aggregate Shares Life Intrinsic Value Outstanding 600,334 0.9 $ 29,224 The total grant date fair value and the total vest date fair value of RSUs vested during the years ended December 31, 2017 and 2016 was $6.0 million and $1.7 million, respectively. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2017, 2016 and 2015 was $27.15, $28.01 and $30.74 per share respectively. We recognized stock-based compensation expenses of $8.1 million, $5.3 million and $1.5 million in the years ended December 31, 2017, 2016 and 2015, respectively, relating to these RSUs. As of December 31, 2017, there was $9.8 million of unrecognized compensation costs related to these RSUs, which is expected to be recognized over an estimated weighted-average period of 1.5 years. Performance stock units In January 2015, the Compensation Committee of our Board of Directors approved the commencement of granting performance stock units to our employees. PSUs are share awards that entitle the holder to receive freely tradable shares of our Common Stock upon achievement of specified market or performance conditions. In January 2016, the Compensation Committee of our Board of Directors approved a program to award up to 102,906 PSUs to the management team based on the achievement of certain commercial and regulatory goals related to andexanet alfa and betrixaban, respectively. In January 2017, the Compensation Committee of our Board of Directors approved a program to award up to 143,750 PSUs to the management team based on the achievement of certain regulatory goals related to andexanet alfa. The following table summarizes PSU activities under our 2013 Plan and related information: Shares Weighted- Subject to Average grant Outstanding date fair value PSU's per share Balance at December 31, 2016 285,866 $ 29.24 PSUs granted 143,750 25.54 PSU's released (60,374 ) 35.97 PSUs canceled (64,488 ) 33.09 Balance at December 31, 2017 304,754 $ 25.34 Additional information related to the status of PSUs at December 31, 2017, is as follows (aggregate intrinsic value in thousands): Remaining Contractual Aggregate Shares Life Intrinsic Value Outstanding 304,754 1.0 $ 14,835 The total grant date fair value and the total vest date fair value of PSUs vested in 2017 was $2.1 million and $3.1 million, respectively. The total grant date fair value and the total vest date fair value of PSUs vested in 2016 was $0.7 million and $0.4 million, respectively. None of the PSUs vested in 2015. The weighted-average grant date fair value of PSUs granted during the years ended December 31, 2017, 2016 and 2015 was $25.54, $33.49 and $29.35 per share, respectively We recognized stock-based compensation expenses of $2.4 million, $2.5 million and $2.3 million in the years ended December 31, 2017, 2016 and 2015, respectively, relating to these PSUs . As of December 31, 2017, there was $18,000 of compensation costs related to these PSUs, which is expected to be recognized over an estimated weighted-average period of 1.0 year. Employee Stock Purchase Plan (“ESPP”) The Board of Directors adopted the 2013 ESPP, effective upon the completion of the initial public offering of our common stock. As of December 31, 2017, we reserved a total of 1,818,314 shares of common stock for issuance under the 2013 ESPP. The reserve for shares available under the ESPP automatically increases on January 1st each year, beginning in 2014, by an amount equal to 2% of the total number of outstanding shares of our common stock on December 31 st Options Granted to Nonemployees We have granted options to purchase shares of common stock to consultants in exchange for services performed. We granted options to purchase 50,000, 52,000 and 66,041 shares with average exercise prices of $38.14, $24.85 and $40.85 per share, respectively, during the years ended December 31, 2017, 2016, and 2015, respectively. These options vest upon grant or various terms up to four years. We recognized non-employees stock compensation expense of $3.9 million, less than $0.1 million and $2.8 million during the years ended December 31, 2017, 2016 and 2015 respectively. The fair value of non-employees’ options was measured using the Black-Scholes option-pricing model reflecting the same assumptions as applied to employee options in each of the reported years, other than the expected life assumption, which is assumed to be the remaining contractual life of the option. The compensation costs of these arrangements are subject to remeasurement over the vesting terms as earned. Stock-Based Compensation Stock-based compensation expense is reflected in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 19,779 $ 12,905 $ 11,653 Selling, general and administrative 23,505 17,457 11,205 Total stock-based compensation $ 43,284 $ 30,362 $ 22,858 Valuation Assumptions The fair value of our stock options including performance stock options and purchase rights under our ESPP were determined using the Black-Scholes option valuation model. Option valuation models require the input of subjective assumptions and these assumptions can vary over time. The risk-free rate is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected terms of the awards. The expected term of employee options granted is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term). As sufficient trading history does not yet exist for our common stock, our estimate of expected volatility is based on the weighted average volatility of other companies with similar products under development, market, size and other factors and our volatility. To date, we have not declared or paid any cash dividends and do not have any plans to do so in the future. Therefore, we used an expected dividend yield of zero. The following table illustrates the weighted-average assumptions for the Black-Scholes option-pricing model used in determining the fair value of these awards: Year Ended December 31, 2017 2016 2015 Risk-free interest rate Stock options 1.70%-2.27% 1.01%-2.10% 1.54%-1.93% Performance stock options – 1.34%-1.50% – ESPP 0.47%-1.10% 0.26%-0.50% 0.14% Expected term Stock options 5.0 -6.1 years 5.0 -6.1 years 6.0 years Performance stock options – 5.4 -6.4 years – ESPP 0.5 years 0.5 years 0.5 years Expected volatility Stock options 60%-65% 62% - 66% 64% - 66% Performance stock options – 65%-66% – ESPP 61%-80% 54%-99% 62% Dividend yield Stock options – – – Performance stock options – – – ESPP – – – |