Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2013 |
Stock-Based Compensation | ' |
Stock-Based Compensation | ' |
6. Stock-Based Compensation |
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The following table presents stock-based compensation expense as reflected in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): |
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| | | | | | | | The Period from | |
| | | | | | | | March 26, 2010 | |
| | Years Ended December 31, | | (Inception) to | |
| | 2011 | | 2012 | | 2013 | | December 31, 2013 | |
Research and development | | $ | 46 | | $ | 544 | | $ | 2,034 | | $ | 2,624 | |
General and administrative | | 259 | | 1,259 | | 5,725 | | 7,243 | |
Total stock-based compensation expense | | $ | 305 | | $ | 1,803 | | $ | 7,759 | | $ | 9,867 | |
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The Company maintains several equity compensation plans, including the TESARO, Inc. 2012 Omnibus Incentive Plan, or the 2012 Incentive Plan, the 2010 Stock Incentive Plan, or the 2010 Incentive Plan, and the 2012 Employee Stock Purchase Plan, or the 2012 ESPP. Terms of stock award agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the individual plans. To date, options granted to employees by the Company vest twenty-five percent (25%) one year from the vesting start date and seventy-five percent (75%) in equal installments over the subsequent thirty-six (36) months (subject to acceleration of vesting in the event of certain change of control transactions) and are exercisable from the date of grant for a period of ten years. |
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2012 Omnibus Incentive Plan |
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On April 27, 2012, the stockholders of the Company approved the 2012 Incentive Plan, which had been previously adopted by the board of directors. Upon effectiveness of the 2012 Incentive Plan, the Company ceased making awards under the 2010 Incentive Plan. The 2012 Incentive Plan allows the Company to grant awards for up to 1,428,571 shares of common stock plus the number of shares of common stock available for grant under the 2010 Incentive Plan as of the effectiveness of the 2012 Incentive Plan (which is an additional 6,857 shares) plus that number of shares of common stock related to awards outstanding under the 2010 Incentive Plan which terminate by expiration, forfeiture, cancellation, cash settlement or otherwise. Each year starting with 2014, the number of shares available for grants of awards under the 2012 Incentive Plan will be increased automatically on January 1 by a number of shares of common stock equal to the lesser of 4% of the shares of common stock outstanding at such time or the number of shares determined by the Company’s board of directors. Effective January 1, 2014, the number of shares authorized for issuance under the 2012 Incentive Plan was increased by 1,309,560 shares. Awards under the 2012 Incentive Plan may include the following award types: stock options, which may be either incentive stock options or nonqualified stock options; stock appreciation rights; restricted stock; restricted stock units; dividend equivalent rights; performance shares; performance units; cash-based awards; other stock-based awards, including unrestricted shares; or any combination of the foregoing. The exercise price of each option has been equal to the closing price of a share of our common stock on the grant date or the fair value as determined by the board of directors on the grant date. As of December 31, 2013, a total of 1,291,604 stock options and 21,012 common stock awards have been granted, 12,468 options have been exercised, and 25,756 options have been cancelled under the 2012 Incentive Plan. |
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2010 Stock Incentive Plan |
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In connection with the Company’s formation, the Company adopted the TESARO, Inc. 2010 Incentive Plan, under which it was authorized to grant stock-based awards to purchase up to 357 shares of common stock to eligible employees, officers, directors and consultants. On May 10, 2010, in connection with the Company’s sale of Series A-1 convertible preferred stock, each such share was reclassified for 1,000 shares of common stock, or an aggregate of 357,142 shares available under the 2010 Incentive Plan. On June 6, 2011, in connection with the Company’s sale of Series B convertible preferred stock, the 2010 Incentive Plan was amended to increase the aggregate number of shares of common stock available to be issued under the 2010 Incentive Plan to 1,981,130 shares of common stock. As of April 27, 2012, the Company ceased making awards under the 2010 Incentive Plan and the remaining 6,857 shares available for future grants were added to the total number of shares reserved for issuance under the 2012 Incentive Plan. For options granted under the 2010 Incentive Plan, the exercise price equaled the estimated fair value of the common stock as determined by the board of directors on the date of grant. As of December 31, 2013, a total of 1,785,703 stock options and 188,570 restricted stock awards have been granted, 169,028 options have been exercised, and 17,262 options have been cancelled under the 2010 Incentive Plan. |
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Restricted Common Stock |
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In connection with the Company’s formation, the founders purchased an aggregate of 1,071 shares of common stock at a nominal per share purchase price. On May 10, 2010, in connection with the Company’s sale of Series A-1 convertible preferred stock, each such share was reclassified into 1,000 shares of common stock, or an aggregate of 1,071,426 shares of common stock, or the Founder Common. The shares of Founder Common were issued subject to restricted stock agreements between the Company and each founder. Under these agreements, the Founder Common shares vest as follows: twenty-five percent (25%) of such stock vested effective as of March 26, 2010, and seventy-five percent (75%) of such stock vests in equal installments over the subsequent forty-eight (48) months (subject to acceleration of vesting in the event of certain terminations of employment and in connection with certain change of control transactions). |
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On February 7, 2011, the Company granted to the founders and one employee an aggregate of 188,570 shares of common stock as compensation for services provided, or the 2011 Awards. The 2011 Awards are subject to the 2010 Incentive Plan and various restrictions pursuant to restricted stock agreements between the Company and each recipient, including restrictions on transfer and a Company right of repurchase. Under these agreements, the 2011 Awards vest as follows: twenty-five percent (25%) of such stock vests effective as of January 6, 2012, and seventy-five percent (75%) of such stock vests in equal installments over the subsequent thirty-six (36) months (subject to acceleration of vesting in the event of certain change of control transactions). |
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The Company records stock-based compensation expense for common stock subject to repurchase, or restricted common stock grants, based on the grant date intrinsic value for employees. The Company recorded stock-based compensation expense of $24,000, $24,000 and $669,000, respectively, for the years ended December 31, 2011, 2012 and 2013 associated with restricted common stock grants. The total for the year ended December 31, 2013 includes $646,000 related to accounting for awards held by a non-employee consultant. |
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The following table presents a summary of the Company’s restricted stock activity and related information: |
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| | | | Weighted-average | | | | | | | | |
| | | | grant date fair | | | | | | | | |
| | Shares | | value per share | | | | | | | | |
Unvested restricted stock at December 31, 2012 | | 349,334 | | $ | 0.15 | | | | | | | | |
Granted | | 1,114 | | 46.22 | | | | | | | | |
Vested | | (248,036 | ) | 0.1 | | | | | | | | |
Forfeited | | — | | — | | | | | | | | |
Unvested restricted stock at December 31, 2013 | | 102,412 | | $ | 0.76 | | | | | | | | |
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The weighted-average grant date fair values of restricted stock granted during the years ended December 31, 2011 and 2013 were $0.53 and $46.22 per share, respectively. There were no grants of restricted stock during the year ended December 31, 2012. The total grant date fair value of restricted stock that vested during the years ended December 31, 2011, 2012 and 2013 was $0, $47,000, and $25,000, respectively. At December 31, 2013, there was $95,000 of total unrecognized compensation cost related to unvested restricted stock, which the Company expects to recognize over a remaining weighted-average period of 0.4 years. |
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Stock Options |
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The following table presents a summary of the Company’s stock option activity and related information: |
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| | Shares | | Weighted-average | | Weighted-average | | Aggregate | | | |
exercise price per | remaining | intrinsic value | | |
share | contractual term | (in thousands) | | |
| (years) | | | |
Outstanding at December 31, 2012 | | 2,134,185 | | $ | 5.52 | | | | | | | |
Granted | | 916,250 | | 28.13 | | | | | | | |
Exercised | | (162,480 | ) | 3.9 | | | | | | | |
Cancelled | | (35,162 | ) | 13.85 | | | | | | | |
Outstanding at December 31, 2013 | | 2,852,793 | | $ | 12.77 | | 8.4 | | $ | 46,708 | | | |
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Vested at December 31, 2013 | | 863,713 | | $ | 4.73 | | 7.9 | | $ | 20,305 | | | |
Vested and expected to vest at December 31, 2013 (a) | | 2,852,793 | | $ | 12.77 | | 8.4 | | $ | 46,708 | | | |
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(a) This represents the number of vested options as of December 31, 2013, plus the number of unvested options expected to vest as of December 31, 2013, based on the unvested options at December 31, 2013, adjusted for the estimated forfeiture rate of 0%. |
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The fair value of each employee stock option was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: |
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| | Years Ended December 31, | | | | | | | |
| | 2011 | | 2012 | | 2013 | | | | | | | |
Dividend yield | | — | | — | | — | | | | | | | |
Volatility | | 67% - 68% | | 66% - 71% | | 73% - 78% | | | | | | | |
Risk-free interest rate | | 1.07% - 2.03% | | 0.89% - 1.56% | | 1.07% - 2.05% | | | | | | | |
Expected term (years) | | 6.25 | | 6.25 | | 5.50 - 6.25 | | | | | | | |
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The Company uses the simplified method as prescribed by SEC Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees. The expected term is applied to all stock option grants as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The computation of expected volatility is based on the historical volatility of a representative group of public biotechnology and life sciences companies with similar characteristics to the Company, including early stage of product development and therapeutic focus. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. Management assesses expected forfeitures based on the experience of the Company coupled with comparison to data from the representative group of company peers and recognizes compensation costs only for those equity awards expected to vest. |
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The Company recorded stock-based compensation expense associated with employee stock options of $281,000, $1,526,000, and $6,770,000 for the years ended December 31, 2011, 2012 and 2013, respectively. The total for the year ended December 31, 2013 includes $1,132,000 related to accounting for awards held by a non-employee consultant. The weighted-average grant date fair values of options granted in the years ended December 31, 2011, 2012 and 2013 were $2.63, $5.29 and $18.48 per share, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2011, 2012 and 2013 was $0, $0.2 million, and $4.8 million, respectively. The intrinsic value of a stock option is the amount by which the fair market value of the underlying stock on the exercise date exceeds the exercise price of the stock option. |
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At December 31, 2013, there was $17.0 million of total unrecognized compensation cost related to unvested stock options, which the Company expects to recognize over a remaining weighted-average period of 2.5 years. |
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In October 2012 and June 2013, and as provided for under the 2012 Incentive Plan, the Company issued 16,644 and 4,368 shares of common stock, respectively, with aggregate values of $0.3 million for both periods, to certain non-employee board members who elected to receive shares of common stock in lieu of cash, as payment of fees owed them for services as members of the Company’s board of directors. |
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During the three months ended September 30, 2013, the Company’s former Executive Vice President, Chief Financial Officer, Treasurer and Secretary, or the former CFO, resigned from his employment with the Company effective August 31, 2013 and transitioned to serving the Company as a non-employee consultant. In accordance with the terms of the 2012 Incentive Plan and the 2010 Incentive Plan, stock awards previously granted to the former CFO under these plans will continue to vest through March 31, 2014 (the term of the Consulting Agreement). As a result, beginning in September 2013, the Company accounts for unvested stock awards previously granted to the former CFO as non-employee awards. The Company records stock-based compensation expense based on the fair values of awards as measured on their vesting dates, and the fair values of any unvested awards are remeasured at each financial reporting date until they vest, with any increases or decreases in fair value recorded as stock-based compensation expense. Fair values of stock options are determined on each measurement date using the Black-Scholes option pricing model, and fair values of restricted stock awards are equal to the fair market value of the Company’s common stock on the measurement date. During the year ended December 31, 2013, the Company recorded incremental stock-based compensation expense of $1.8 million associated with these awards, as the result of the change in status of the former CFO. |
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Employee Stock Purchase Plan |
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On June 6, 2012, the board of directors adopted the 2012 ESPP, and the stockholders approved it on June 18, 2012, to be effective in connection with the closing of the Company’s initial public offering. A total of 275,000 shares of common stock were originally approved for future issuance under the 2012 ESPP pursuant to purchase rights granted to the Company’s employees or to employees of the Company’s designated subsidiaries. As of December 31, 2013, 267,169 shares remained available for issuance. The 2012 ESPP provides for consecutive six-month offering periods, during which participating employees may elect to have a portion of their compensation withheld and used for the purchase of common stock at the end of each offering period. The purchase price is equal to 85% of the lower of the fair market value of a share of common stock on the first trading date of each offering period or the fair market value of a share of common stock on the last trading day of the offering period, and is limited by participant to $25,000 in fair value of common stock per year. The 2012 ESPP will terminate on June 6, 2022, the tenth anniversary of the date of initial adoption of the plan. For the year ended December 31, 2013, the Company issued a total of 7,831 shares of common stock under the 2012 ESPP and recognized $67,000 in related stock-based compensation expense. |
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Due to its operating losses in all periods to date, the Company has not recorded any tax benefits associated with stock-based compensation expense and option exercises. Tax benefits will be recorded when realized. |