Stock-based Compensation | (9) Stock-based Compensation In August 2006, the Company adopted the Tetraphase Pharmaceuticals, Inc. Stock Incentive Plan (the “2006 Plan”) under which it was able to grant incentive stock options, nonqualified stock options, restricted stock, and stock grants to purchase up to 1,128,183 shares of Common Stock. In May 2010, the Company amended the plan to increase the number of shares of Common Stock issuable under the 2006 Plan to 1,853,288. The options expire ten years after the grant date. As of December 31, 2015, no shares were available for future issuance under the 2006 Plan. In February 2013, the Company’s board of directors and stockholders approved, effective upon the closing of the IPO, the 2013 Stock Incentive Plan (the “2013 Plan”). Under the 2013 Plan, the Company may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards for the purchase of that number of shares of Common Stock equal to the sum of (i) 1,688,777 shares of Common Stock, (ii) 258,265 shares of Common Stock that were reserved for issuance under the 2006 Plan that remained available for issuance under the 2006 Plan upon the closing of the IPO, (iii) any shares of Common Stock subject to awards under the 2006 Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company without having been fully exercised or resulting in any Common Stock being issued. In addition, the number of shares of Common Stock that may be issued under the 2013 Plan is subject to automatic annual increases, to be added on January 1 of each year from January 1, 2014 through and including January 1, 2023, equal to the number of shares that is the lesser of (a) 3,000,000, (b) 4% of the then outstanding shares of Common Stock or (c) an amount determined by the Company’s board of directors. In January 2014, the number of shares authorized for issuance under the 2013 Plan increased by 1,025,171 shares. In January 2015, the number of shares authorized for issuance under the 2013 Plan increased by 1,232,232 shares. As of December 31, 2015, 337,628 shares were available for future issuance under the 2013 Plan. In January 2016, the number of shares authorized for issuance under the 2013 Plan increased by 1,463,391 shares. Terms of stock award agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2013 Plan. Options granted by the Company typically vest over a four year period. Certain of the options are subject to acceleration of vesting in the event of certain change of control transactions. The options are exercisable from the date of grant for a period of ten years. For options granted prior to the Company’s IPO, the exercise price equaled the estimated fair value of the Common Stock as determined by the board of directors on the date of grant. For options granted subsequent to the Company’s IPO, the exercise price equaled the closing price of the Company’s stock on the NASDAQ Global Select Market on the date of grant. Stock option activity at December 31, 2015 and changes during the year then ended are presented in the table and narrative below (in thousands, except share and per share data): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Options outstanding at December 31, 2014 3,409,497 $ 5.10 7.97 $ 23,960 Granted 1,834,500 40.90 Exercised (817,567 ) 5.71 Canceled (592,624 ) 22.08 Options outstanding at December 31, 2015 3,833,806 $ 22.72 7.80 $ 5,439 Options vested or expected to vest at December 31, 2015 (1) 3,367,031 $ 21.37 6.94 $ 5,309 Options exercisable at December 31, 2015 1,527,086 $ 12.35 6.54 $ 4,427 (1) This represents the number of vested options as of December 31, 2015, plus the number of unvested options that the Company estimated as of December 31, 2015 would vest, based on the unvested options at December 31, 2015, as adjusted for the estimated forfeiture rate of 18.2%. The aggregate intrinsic value in the table above represents the difference between the Company’s closing common stock price on the last trading day during the year ended December 31, 2015 and the exercise price of the options, multiplied by the number of in-the-money options. The total intrinsic value of options exercised in the years ended December 31, 2015, 2014, and 2013 was $27.0 million, $8.1 million and $0.5 million, respectively. As of December 31, 2015, there was $24.8 million of total unrecognized stock-based compensation cost related to employee and non-employee unvested stock options granted under the 2006 Plan and the 2013 Plan. Total unrecognized compensation cost will be adjusted for future forfeitures. The Company expects to recognize that cost over a remaining weighted-average period of 2.5 years. Since the Company completed its IPO on March 25, 2013, it has not had sufficient historical data to support a calculation of volatility and expected life. As such, the Company has used a weighted-average volatility considering the Company’s own volatility and the volatilities of a representative group of publicly traded companies. For purposes of identifying similar entities, the Company selected a group of publicly traded life science/biotechnology companies based on their disease focus, stage of development, number of compounds in clinical trials and number of years as a publicly-traded company. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, commensurate with the expected life assumption. The expected life of stock options granted represents the weighted-average period of time that stock options granted are expected to be outstanding determined using the simplified method for employee grants. For non-employee grants, the expected life is equal to the remaining contractual term. The expected life is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The Company estimates the fair value of each employee and director stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2015 2014 2013 Volatility factor 56.49-85.34% 53.41-58.13% 54.50-60.54% Expected life (in years) 5.31-6.11 5.31-6.11 5.8-7.1 Risk-free interest rate 1.35%-1.94% 1.71%-2.13% 0.91%-2.01% Dividend yield 0% 0% 0% Compensation cost for stock options and restricted stock units granted to employees is based on the estimated grant-date fair value and is recognized over the vesting period of the applicable option on a straight-line basis. Stock-based compensation expense related to stock options and restricted stock units granted to employees was $12.6 million, $4.0 million, and $1.3 million during the years ended December 31, 2015, 2014, and 2013, respectively. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that the Company determines are expected to vest. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” and represents only the unvested portion of the surrendered option. The Company re-evaluates this analysis quarterly, and adjusts the forfeiture rate as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those options that vest. Using the Black-Scholes option-pricing model, the weighted-average grant date fair values of options granted to employees for the years ended December 31, 2015, 2014 and 2013 was $22.78, $7.54 and $4.52, respectively. Stock-based compensation expense recognized in the Company’s consolidated statements of operations during the periods presented was as follows (in thousands): Year Ended December 31, 2015 2014 2013 Research and development $ 5,906 $ 1,845 $ 690 General and administrative 5,710 3,385 611 Total $ 11,616 $ 5,230 $ 1,301 Stock Option Grants to Non-employees During the year ended December 31, 2014, the Company granted nonqualified options to purchase 110,000 shares of common stock to non-employee consultants, with an average exercise price of $12.56 per share. There were no stock options granted to non-employee consultants during the years ended December 31, 2015 or 2013. The Company initially valued these options using the Black-Scholes option-pricing model and revalues the options at each reporting period and as the equity instruments vest and are recognized as expense using the accelerated attribution method over the related service period. The re-measurement of these non-employee options resulted in a reversal of expense of Restricted Stock Units In October 2015, the Company granted restricted stock units to employees. These restricted stock units vest in full after one year subject to continued employment with the company and had a grant price of $7.81 per share, which was the closing price of the Company’s common stock on the date of grant. The Company recorded stock based compensation expense of $0.6 million related to these restricted stock units for the year ended December 31, 2015. The restricted stock activity for the year ended December 31, 2015 is as follows: Number of Shares Weighted- Unvested at December 31, 2014 — — Granted 309,750 $7.81 Cancelled (875) 7.81 Expired — — Vested/Released — — Unvested at December 31, 2015 308,875 $7.81 As of December 31, 2015, there was $1.8 million of total unrecognized stock-based compensation expense related to restricted stock units granted under the Plan. The expense is expected to be recognized over a weighted-average period of 0.8 years. |