Stock Incentive Plans and Stock-Based Compensation | Stock Incentive Plans and Stock-Based Compensation Stock Incentive Plans Effective January 1, 2023, an additional 1,327,684 shares became available under our 2019 Equity Incentive Plan (the “2019 Plan”) pursuant to an automatic annual increase. The 2019 Plan provides for automatic annual increases to the number of shares authorized for issuance, equal to 5% of our common shares outstanding as of the immediately preceding year end, through January 1, 2029. As of March 31, 2023, we have granted awards of 24,197 in excess of the number of shares authorized for issuance under the 2019 Plan. On December 22, 2022, our board of directors approved the 2022 Inducement Plan (the “Inducement Plan”). Our Inducement Plan provides for the grant of RSU awards and other stock awards made as an inducement material to the grantee’s entering into employment with us to the extent such grantee was not previously an employee of ours or is entering into employment following a bona fide period of non-employment with us. As of March 31, 2023, there have been no awards granted under the 2022 Inducement Plan. Stock Options Stock option activity under our stock plans for the three months ended March 31, 2023 is set forth below: Weighted-Average Stock Options Exercise Remaining Aggregate Balance as of December 31, 2022 3,419,840 $ 35.11 Granted 91 $ 27.21 Exercised (30,595) $ 3.10 Forfeited/Cancelled (39,167) $ 47.11 Balance as of March 31, 2023 3,350,169 $ 35.26 7.2 $ 11,371 Exercisable at March 31, 2023 2,178,539 $ 30.99 6.8 $ 11,030 Restricted Stock Units RSUs represent the right to receive shares of our common stock at a specified future date, subject to vesting. Our RSUs generally vest annually from the grant date in four equal installments subject to the holder’s continued service with us. We issue new shares to satisfy RSUs upon vesting. The following table summarizes our RSU activity for the three months ended March 31, 2023: Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Balance as of December 31, 2022 3,477,922 $ 27.56 Granted 43,218 $ 27.02 Vested (1) (36,992) $ 40.90 Forfeited/Cancelled (114,067) $ 27.72 Balance as of March 31, 2023 3,370,081 $ 27.40 (1) The aggregate number of shares withheld upon vesting for employee tax obligations was 12,082 for the three months ended March 31, 2023. Performance-Based Restricted Stock Units PSUs represent the right to receive shares of our common stock contingent upon the achievement of certain financial performance measures. We issue new shares to satisfy PSUs upon vesting. The following table summarizes our PSU activity for the three months ended March 31, 2023: Performance-Based Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Balance as of December 31, 2022 196,033 $ 23.23 Granted — $ — Vested — $ — Forfeited/Cancelled — $ — Balance as of March 31, 2023 196,033 $ 23.23 Retirement Policy In January 2023, our Board approved a retirement policy (the “Retirement Policy”) that provides for acceleration of a portion of unvested awards that were granted to certain eligible employees upon meeting age, years of service and notice requirements. We considered the adoption of the Retirement Policy to be a modification of existing awards under ASC Topic 718 , Compensation – Stock Compensation . The modification did not result in any incremental compensation cost. However, adoption of the policy resulted in a new estimate of the requisite service period for certain awards. In connection with the implementation of the Retirement Policy, we accelerated the recognition of compensation expense of $0.7 million during the three months ended March 31, 2023. Employee Stock Purchase Plan The ESPP provides for certain automatic increases in the number of shares of common stock reserved for issuance, which resulted in an additional 265,536 shares becoming available under the ESPP effective January 1, 2023. During the three months ended March 31, 2023, we issued 77,190 of common stock pursuant to scheduled purchases under the ESPP. As of March 31, 2023, 1,002,945 shares remained available for issuance under the ESPP. Determining Fair Value - Summary of Assumptions We use the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options: Three Months Ended 2023 2022 Average expected term (years) 5.8 6.1 Expected stock price volatility 68.34% - 76.01% 68.34% - 68.44% Risk-free interest rate 1.54% - 4.21% 1.63% - 1.64% Dividend yield —% —% The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP: Three Months Ended 2023 2022 Average expected term (years) 1.3 1.3 Expected stock price volatility 72.80% - 82.61% 62.98% - 66.75% Risk-free interest rate 4.77% - 5.07% 0.60% - 1.30% Dividend yield —% —% We use the closing price of our common stock on the date of grant to determine the fair value of RSUs and PSUs. Stock-Based Compensation Expense Stock-based compensation expense is included in the unaudited condensed consolidated statements of operations as follows (in thousands): Three Months Ended 2023 2022 Cost of sales (exclusive of amortization of acquired intangible assets) $ 1,272 $ 853 Research and development 2,587 1,828 Selling, general and administrative 9,666 5,738 Total stock-based compensation expense $ 13,525 $ 8,419 For the three months ended March 31, 2023 and 2022, the weighted-average grant date fair value of stock options was $17.39 and $22.76 per option, respectively, and the weighted-average grant date fair value of the purchase rights granted under the ESPP was $11.00 and $19.91 per share, respectively. As of March 31, 2023, the total unrecognized stock-based compensation cost related to outstanding awards was $118,403,000, which is expected to be recognized over a weighted-average period of 2.8 years. The total unrecognized compensation cost will be adjusted for forfeitures in future periods as they occur. |