Stock-Based Compensation | 14. Stock-Based Compensation 2013 Equity Incentive Plan On January 27, 2014, the Company’s stockholders approved the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective on February 11, 2014, the date of execution of the underwriting agreement pursuant to which the Company’s common stock was priced for its initial public offering. Prior to the effective date of the 2013 Plan, the Company granted stock-based awards pursuant to the 2009 Stock Incentive Plan (the “2009 Plan), which had similar features to the 2013 Plan. The 2013 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation. Initially, the maximum number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2013 Plan was 2,337,616, which is the sum of (i) 1,230,012 shares, plus (ii) the number of shares remaining available for grant under the 2009 Plan, plus (iii) any shares subject to outstanding stock options or other stock awards that would have otherwise returned to the 2009 Plan (such as upon the expiration or termination of a stock award prior to vesting). Additionally, the number of shares of common stock reserved for issuance under the 2013 Plan will automatically increase on January 1 of each year, beginning on January 1, 2015 and continuing through and including January 1, 2023, by 4% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. The maximum number of shares that may be issued upon the exercise of ISOs under the 2013 Plan is 4,684,989 shares. As of December 31, 2016, there were 508,882 options outstanding under the 2009 Plan. The Company currently grants stock-based awards pursuant to the 2013 Plan. As of December 31, 2016, 1,287,381 shares were available for future issuance under the 2013 Plan. Stock option vesting typically occurs over four years for employees and directors and is at the discretion of the board of directors. Options granted have a maximum term of up to 10 years. As of December 31, 2016, there were 2,759,593 options outstanding under the 2013 Plan. Stock Options During the years ended December 31, 2016, 2015 and 2014, the Company granted stock options for the purchase of 1,816,575, 657,250, and 727,575 shares of common stock, respectively, to certain employees and directors. The vesting conditions for most of these awards are time-based, and the awards typically vest 25% after one year and monthly thereafter for the next 36 months, except for annual option grants to non-employee directors of the Company whose initial grants vest 25% after one year and monthly thereafter for the next 24 months and whose annual grants vest in equal monthly installments during the 12-month period following the grant date, pursuant to the Company’s Non-Employee Director Compensation Policy. Awards typically expire after 10 years. Stock options for the purchase of 403,382 shares of common stock were granted in 2012; of these, 264,944 were granted with performance-based vesting conditions to certain executives. The options were to vest in the event of a corporate transaction with the amount to vest contingent upon the transaction. The grant date fair value of these options was $236,940. In September 2012, performance-based options for the purchase of 18,450 shares of common stock were forfeited. No expense was recognized related to these options for the year ended December 31, 2012 as the performance conditions were not considered probable of achievement at December 31, 2012. On July 16, 2013, in connection with the Company’s proposed initial public offering, the board of directors exercised its election to change the vesting conditions of these stock options from performance-based vesting to time-based vesting. As a result, these stock options now vest over a four-year period commencing effective August 29, 2012. The change in the vesting conditions was accounted for as a modification of these stock options. The modification resulted in an aggregate increase in the fair value of the options of $2,185,729, of which $481,729 was recorded as stock-based compensation expense on the modification date, July 16, 2013, and $1,704,000 was unrecognized stock-based compensation expense, which was recognized over the remaining vesting terms of the options through August 2016. 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. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of its 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 expected term of stock options granted to non-employees is equal to the contractual term of the option award. 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 for the years ended December 31, 2016, 2015 and 2014 is as follows: December 31, 2016 2015 2014 Risk-free interest rates 0.74-1.75% 1.49-1.92% 1.54-2.04% Expected dividend yield 0.00% 0.00% 0.00% Expected term (in years) 5.6 6.0 6.0 Expected volatility 67.3-99.9% 76.4-83.9% 61.9-68.0% The following table summarizes stock option activity for the year ended December 31, 2016: (In thousands, except per share amounts) Shares Under Weighted Exercise Outstanding as of December 31, 2015 1,657 $ 14.28 Granted 1,816 15.43 Exercised (30 ) 5.53 Cancelled (175 ) 17.22 Outstanding as of December 31, 2016 3,268 $ 14.84 Options vested and expected to vest at December 31, 2016 2,275 $ 14.47 Options exercisable at December 31, 2016 1,174 $ 12.31 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 for those options that had exercise prices lower than the fair value of the Company’s common stock. A total of 30,195, 109,441, and, 141 options were exercised during the years ended December 31, 2016, 2015 and 2014, respectively. The aggregate intrinsic value of stock options exercised was $236,889, $1,584,657, and $1,476,861 for the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016, 2015 and 2014 the Company had options for the purchase of 3,268,475, 1,657,225, and 1,289,082 shares of common stock outstanding, with a weighted average remaining contractual term of 7.8, 7.9, and 8.1 years, respectively, and with a weighted average exercise price of $14.84, $14.28, and $10.26 per share, respectively. At December 31, 2016, 2015 and 2014 there were options for the purchase of 1,173,671, 728,621, and 450,109 shares of common stock exercisable under these stock option awards, with a weighted average remaining contractual life of 6.7, 6.9, 6.7 years , respectively, and an aggregate intrinsic value of $8,745,505, $7,714,057, and 7,489,976, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was $11.50, $15.08, and $9.99, respectively. Restricted Common Stock The Company’s 2013 Equity Incentive Plan provides for the award of restricted stock. As of December 31, 2016 and 2015, there were no shares related to restricted stock awards that were unvested and subject to repurchase. As of December 31, 2016 and 2015, there were no shares related to restricted stock awards that were unvested and subject to repurchase. Stock-based Compensation The Company recorded stock-based compensation expense related to stock options, restricted stock and shares purchased under the employee stock purchase plan for the years ended December 31, 2016, 2015 and 2014 as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Research and development $ 2,340,847 $ 1,412,153 $ 684,511 General and administrative 4,428,957 3,170,526 1,766,068 $ 6,769,804 $ 4,582,679 $ 2,450,579 As of December 31, 2016, unrecognized stock-based compensation expense for stock options outstanding was $15,932,348 which is expected to be recognized over a weighted average period of 3.04 years. Restricted Stock Units On January 4, 2016, the Company granted restricted common stock units with performance-based vesting conditions to certain executives. The restricted stock units vest, and the underlying shares of common stock become deliverable, in the event the Company receives approval from the U.S. Food and Drug Administration of a new drug application for Zilretta (the “Milestone” Employee Stock Purchase Plan On January 27, 2014, the Company’s stockholders approved the Employee Stock Purchase Plan. A total of 209,102 shares of common stock were reserved for issuance under this plan. The Employee Stock Purchase Plan became effective on February 11, 2014, the date of execution of the underwriting agreement pursuant to which the Company’s common stock was priced for its initial public offering. During the year ended December 31, 2016 and 2015, 26,880 and 20,896 shares, respectively, were purchased by employees under the plan. Additionally, the number of shares of common stock reserved for issuance under the Employee Stock Purchase Plan will automatically increase on January 1 of each year, beginning on January 1, 2015 and continuing through and including January 1, 2023, by 1% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. |