Stock-Based Compensation | 10. Stock-Based Compensation Common stock reserved for future issuance as of December 31, 2021 was as follows: Shares Outstanding stock options and awards 1,713,145 Reserved for grants of future stock options and awards 6,078,869 Reserved for employee stock purchase plan 1,567,514 Total common stock reserved for future issuance 9,359,528 Stock Plans The Company’s Board of Directors (Board) and stockholders previously approved the 2007 Stock Option Plan (the 2007 Plan). In October 2014, the Board adopted the 2014 Equity Incentive Award Plan (the 2014 Plan and, together with the 2007 Plan, the Stock Plans). As of the effective date of the 2014 Plan, the Company suspended the 2007 Plan and no additional awards may be granted under the 2007 Plan. Any shares of common stock covered by awards granted under the 2007 Plan that terminate after the effective date of the 2014 Plan by expiration, forfeiture, cancellation or other means without the issuance of such shares, will be added to the 2014 Plan reserve. Under the 2014 Plan, 1,854,166 shares of common stock were initially reserved for issuance, plus the number of shares remaining available for future awards under the 2007 Plan, as of the pricing of the IPO. The number of shares initially reserved for issuance under the 2014 Plan is subject to increase by (i) the number of shares represented by awards outstanding under the 2007 Plan that are forfeited or lapse unexercised and which following the pricing date are not issued under the 2007 Plan, and (ii) an annual increase on January 1 of each year. Under the 2014 Plan, the Company may grant awards such as incentive stock options, nonstatutory stock options, restricted stock units, performance stock units and stock appreciation rights. Incentive stock options (ISO) may be granted only to Company employees (including directors who are also employees). Nonqualified stock options (NSO) may be granted to Company employees, directors and consultants. Stock Options Options under the 2014 Plan may be granted for periods of up to ten years and at prices no less than 100% of the estimated fair market value of the shares on the date of grant as determined by the Board, provided, however, that the exercise price of an ISO or an NSO granted to a 10% stockholder shall not be less than 110% of the estimated fair market value of the shares on the date of grant. Upon the exercise of options, the Company issues new common stock from its authorized shares. The vesting provisions of individual options vary but are generally over four years, with the exception of performance based stock options. Pursuant to the 2014 Plan, the Company granted performance based stock options to the Company’s former CEO in March 2016. This performance based stock option award was subject to the CEO’s continued service to the Company through each applicable vesting date. Upon the former CEO’s resignation from the Company in March 2019, the unvested shares subject to this award as of the separation date have been cancelled. A summary of shares available for grant under the Stock Plans is as follows: Shares Available for Grant Balance at December 31, 2018 2,980,762 Additional shares reserved 1,210,541 Allowance for PSU for overperformance (277,778 ) Shares forfeited for tax 38,696 Options, RSUs and PSUs granted (1,077,178 ) Options, RSUs and PSUs cancelled 527,963 Balance at December 31, 2019 3,403,006 Additional shares reserved 1,261,774 Allowance for PSU for overperformance (43,966 ) Shares forfeited for tax 62,782 Options, RSUs and PSUs granted (341,901 ) Options, RSUs and PSUs cancelled 258,486 Balance at December 31, 2020 4,600,181 Additional shares reserved 1,383,322 Allowance for PSU for overperformance (24,830 ) Shares forfeited for tax 58,787 Options, RSUs and PSUs granted (425,266 ) Options, RSUs and PSUs cancelled 140,101 Balance at December 31, 2021 5,732,295 A summary of stock option activity under the Stock Plans is as follows: Options Outstanding Weighted Average Number of Weighted Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value (in years) (in thousands) Outstanding at December 31, 2018 2,529,740 $ 46.72 6.7 $ 21,866 Options granted 244,075 $ 56.71 Options exercised (828,722 ) $ 34.52 $ 42,695 Options cancelled (298,908 ) $ 66.22 Outstanding at December 31, 2019 1,646,185 $ 50.80 6.3 $ 109,870 Options exercised (756,797 ) $ 45.75 $ 62,367 Options cancelled (76,238 ) $ 59.38 Outstanding at December 31, 2020 813,150 $ 54.69 5.9 $ 96,286 Options exercised (90,582 ) $ 47.82 $ 6,948 Options cancelled (21,914 ) $ 43.52 Outstanding at December 31, 2021 700,654 $ 55.93 4.8 $ 18,287 Options exercisable as of December 31, 2021 599,295 $ 56.06 4.4 $ 15,656 Options vested, exercisable or expected to vest as of December 31, 2021 696,003 $ 55.92 4.8 $ 18,173 The aggregate intrinsic value of options exercised is the difference between the estimated fair market value of the Company’s common stock at the date of exercise and the exercise price for in-the-money options. The aggregate intrinsic value of outstanding options is the difference between the closing price as of the date outstanding and the exercise price of the underlying stock options. The weighted-average grant-date fair value of options granted during the year ended December 31, 2019 was $27.91 per share. No options were granted during the years ended December 31, 2021 and 2020. The total fair value of options vested during the years ended December 31, 2021, 2020 and 2019 was approximately $3.1 million, $6.6 million and $8.3 million, respectively, based on the grant date fair value. The options outstanding and vested under the Stock Plans by exercise price, at December 31, 2021, were as follows: Options Outstanding Options Vested Weighted Average Remaining Number Contractual Term Weighted Average Number Weighted Average Exercise Price Outstanding (in years) Exercise Price Exercisable Exercise Price $3.60 — $36.55 116,179 3.15 $ 19.18 111,929 $ 18.52 $38.79 — $45.04 114,032 5.52 $ 47.12 94,094 $ 42.08 $45.07 — $63.23 156,883 4.48 $ 57.56 129,344 $ 59.12 $63.39 — $64.95 141,004 6.94 $ 64.28 91,835 $ 64.21 $65.51 — $87.62 152,556 3.95 $ 79.37 152,093 $ 79.36 $97.52 20,000 4.62 $ 97.52 20,000 $ 97.52 $3.60 — $97.52 700,654 4.81 $ 55.93 599,295 $ 56.06 Restricted Stock Units In 2015, the Company began granting restricted stock units (RSUs) under the 2014 Plan. Holders of RSUs do not have stockholder rights. Upon the release of RSUs, the Company issues new common stock from its authorized shares. RSUs generally vest four years from the date of grant. A summary of RSU activity under the Stock Plans was as follows: Number of Weighted Average Aggregate Restricted Grant Date Intrinsic Value Stock Units Fair Value (in thousands) Outstanding at December 31, 2018 1,002,161 $ 72.55 $ 38,974 Restricted stock granted 721,992 $ 58.37 Restricted stock released (321,858 ) $ 70.89 $ 4,064 Restricted stock cancelled (225,074 ) $ 70.51 Outstanding at December 31, 2019 1,177,221 $ 64.70 $ 138,371 Restricted stock granted 252,703 $ 123.31 Restricted stock released (395,971 ) $ 66.42 $ 23,789 Restricted stock cancelled (180,976 ) $ 71.26 Outstanding at December 31, 2020 852,977 $ 79.87 $ 147,650 Restricted stock granted 368,230 $ 146.64 Restricted stock released (346,602 ) $ 76.26 $ 22,902 Restricted stock cancelled (110,799 ) $ 98.76 Outstanding at December 31, 2021 763,806 $ 110.96 $ 61,922 Restricted stock expected to vest as of December 31, 2021 696,348 $ 109.78 $ 56,453 The aggregate intrinsic value of RSUs released is calculated using the fair market value of the Company’s common stock at the date of release. The aggregate intrinsic value of outstanding RSUs is calculated based on the closing price of the Company’s common stock as of the date outstanding. Performance Stock Units Pursuant to the 2014 Plan, the Company granted performance based RSUs to the former CEO in March 2016. The performance based RSUs are subject to the former CEO’s continued service to the Company through each applicable vesting date. If a performance metric is not met within the time limits specified in the RSU agreement, the shares subject to vesting under the vesting tranche for that performance metric will be cancelled. Upon the former CEO’s resignation from the Company in March 2019, the unvested shares subject to this award as of the separation date have been cancelled. In March 2019, the Company granted performance stock units (PSUs) to the current CEO, subject to his continued service to the Company and based on the total shareholder return (the TSR) of the Company’s common stock price compared to the S&P Healthcare Equipment Select Industry Index (the Index) over a three-year 0 to 3.5 times In March 2020, the Company granted PSUs to certain members of the management team. The number of shares to be issued upon vesting was based on the total shareholder return of the Company’s common stock compared to the Index, as well as certain performance criteria related to a specific financial target over a two-year performance period. For the three months ended March 31, 2020, the Company determined that the achievement status for these PSUs was not possible, and therefore did not record stock-based compensation expenses related to these grants. During the three months ended June 30, 2020, the Company modified the performance criteria for these PSUs to reflect the changed market conditions as a result of the COVID-19 pandemic, such that the remaining performance criteria is based on total shareholder return compared to the Index. The Company also granted PSUs that incorporated the same modified performance criteria to the Company’s Chief Executive Officer PSUs. Additional similar PSUs were issued to new members of management in the year ended December 31, 2020. In 2021, the Company granted PSUs to certain member of the management team, subject to continued service to the Company and based on the TSR of the Company’s common stock price compared to the Index over a three-year A summary of PSU activity under the Stock Plans was as follows: Number of Weighted Average Aggregate Restricted Grant Date Intrinsic Value Stock Units Fair Value (in thousands) Outstanding at December 31, 2018 7,962 $ 54.50 $ 310 PSU granted 111,111 $ 67.29 PSU released (3,981 ) $ 54.50 $ — PSU cancelled (3,981 ) $ 54.50 Outstanding at December 31, 2019 111,111 $ 67.29 $ 13,060 PSU granted 89,198 $ 128.71 PSU cancelled (1,272 ) $ 125.27 Outstanding at December 31, 2020 199,037 $ 94.20 $ 34,453 PSU granted 57,036 $ 183.20 PSU cancelled (7,388 ) $ 136.77 Outstanding at December 31, 2021 248,685 $ 113.35 $ 20,161 PSU expected to vest as of December 31, 2021 247,815 $ 113.22 $ 20,090 The aggregate intrinsic value of outstanding PSUs is calculated based on the closing price of the Company’s common stock as of the date outstanding. 2014 Employee Stock Purchase Plan In October 2014, the Board adopted the 2014 Employee Stock Purchase Plan (the ESPP). A total of 196,666 shares of common stock were initially available for future issuance under the 2014 Employee Stock Purchase Plan, subject to an annual increase on January 1 of each year. The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their eligible compensation, subject to plan limitations. Under the ESPP, the purchase price of the Company stock is equal to 85% of the lower of its fair market value at the start and end of a six-month A summary of ESPP activity was as follows: December 31, 2021 2020 2019 Additional shares reserved 235,590 315,443 302,635 Shares issued 65,197 79,967 164,960 Shares available for future issuance 1,567,514 1,397,121 1,161,645 Employee contributions for shares issued (in thousands) $ 6,849 $ 7,513 $ 6,544 Employee Stock-Based Compensation The Company estimated the fair value of stock options granted to employees and shares purchased by employees under the ESPP using the Black-Scholes option valuation model. The fair value is amortized on a straight-line basis over the requisite service period of the awards, with the exception of performance based stock options whose fair value is recorded as expenses based on the probability that the performance metrics will be achieved. The following assumptions were used in estimating the fair value: Years Ended December 31, 2021 2020 2019 Stock Options: Expected term (in years) N/A N/A 5.7 Expected volatility N/A N/A 51% — 52% Risk-free interest rate N/A N/A 1.4% — 2.6% Dividend Yield N/A N/A 0% ESPP: Expected term (in years) 0.5 0.5 0.5 Expected volatility 36% — 49% 39% — 68% 48% — 61% Risk-free interest rate 0.1% 0.1% — 0.2% 1.6% — 2.4% Dividend Yield 0% 0% 0% The Company accounts for RSUs at their fair value, based on the closing market price of the Company’s common stock on the grant date. The fair value is amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of four years. In 2016, the Company granted performance based RSUs to its former CEO that only vest upon the achievement of specific operational performance criteria. The stock-based compensation for these performance based RSUs are recognized as expenses when it is determined that achieving the performance metrics are probable. Upon the former CEO’s resignation from the Company in March 2019, the unvested shares subject to this award as of the separation date have been cancelled. In connection with the former CEO’s resignation in March 2019, the Company amended the terms of his then vested nonqualified stock options such that they remain exercisable through the second anniversary of his separation date. This modification resulted in a charge of $1.6 million in stock-based compensation. In 2019, the Company granted PSUs to its current CEO that only vest based on the total shareholder return (TSR) of the Company common stock price relative to that of the Index. In 2020 and 2021, the Company granted PSUs to the CEO and other members of its management team that vest based on the total shareholder return of the Company common stock price relative to that of the Index. The company estimates the grant-date fair value of these PSUs based on the Monte Carlo simulation model and records the related stock-based compensation over the period for which the TSR is measured against the Index, which is generally two to three years. The use of the Monte Carlo simulation model requires the input the following assumptions: Years Ended December 31, 2021 2020 2019 Index volatility 51% — 53% 44% — 51% 36% Company volatility 49% — 54% 57% — 59% 45% Risk-free interest rate 0.1% — 0.3% 0.1% — 0.2% 2.4% Correlation with index 0.32 — 0.35 0.38 — 0.41 0.28 Dividend Yield 0% 0% 0% A summary of stock-based compensation expense by line items in the consolidated statements of operations is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Cost of revenue $ 1,637 $ 2,433 $ 3,061 Research and development 6,455 6,141 6,323 Sales, general and administrative 36,273 34,081 32,313 Total stock-based compensation expense $ 44,365 $ 42,655 $ 41,697 A summary of pre-tax stock-based compensation expense by category was as follows (in thousands): Years Ended December 31, 2021 2020 2019 Stock options $ 2,997 $ 6,289 $ 10,312 Restricted stock units 29,234 27,977 26,854 Performance stock units 10,017 5,694 1,991 Employee stock purchase plan 2,117 2,695 2,540 Total stock-based compensation expense $ 44,365 $ 42,655 $ 41,697 As of December 31, 2021, total stock-based compensation expense not yet recognized, net of estimated forfeitures, are as follows: Unrecognized Weighted-Average Compensation Amortization Period (in thousands) (in years) Stock options $ 2,597 1.2 Restricted stock units 61,107 2.1 Performance stock units 10,389 0.7 Employee stock purchase plan 1,219 0.4 |