Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2014 |
Stock-Based Compensation | |
Stock-Based Compensation | |
7. Stock-Based Compensation |
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The following table presents stock-based compensation expense as reflected in the Company’s consolidated statements of operations and comprehensive loss (in thousands): |
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| | Years Ended December 31, | | |
| | 2012 | | 2013 | | 2014 | | |
Research and development | | $ | 544 | | $ | 2,034 | | $ | 4,954 | | |
General and administrative | | 1,259 | | 5,725 | | 6,729 | | |
Total stock-based compensation expense | | $ | 1,803 | | $ | 7,759 | | $ | 11,683 | | |
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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 generally vest 25% one year from the vesting start date and 75% in equal installments over the subsequent 36 months 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 that 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. Accordingly, effective January 1, 2014 and 2015, the number of shares authorized for issuance under the 2012 Incentive Plan was increased by 1,309,560 shares and 1,444,403 shares, respectively. 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 stock options granted under the 2012 Incentive Plan is equal to the closing price of a share of the Company’s common stock on the grant date. As of December 31, 2014, there were 423,759 shares available for grant under the 2012 Incentive Plan, prior to taking into account the additional shares authorized for issuance as of January 1, 2015, as described above. |
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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 1,981,130 shares of common stock as of January 1, 2012. 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, 2014, there are no shares available for grant 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. The Founder Common shares vested in full as of March 26, 2014. |
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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. The 2011 Awards vested in full as of January 6, 2015. |
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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, $669,000 and $116,000, respectively, for the years ended December 31, 2012, 2013 and 2014 associated with restricted common stock grants. The totals for the years ended December 31, 2013 and 2014 include $646,000 and $96,000, respectively, 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, 2013 | | 102,412 | | $ | 0.76 | | | | | | |
Granted | | — | | — | | | | | | |
Vested | | (89,332 | ) | 0.23 | | | | | | |
Forfeited | | (8,929 | ) | 0.53 | | | | | | |
Unvested restricted stock at December 31, 2014 | | 4,151 | | $ | 12.79 | | | | | | |
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The weighted-average grant date fair value of restricted stock granted during the year ended December 31, 2013 was $46.22 per share. There were no grants of restricted stock during the years ended December 31, 2012 or 2014. The total grant date fair value of restricted stock that vested during the years ended December 31, 2012, 2013 and 2014 was $47,000, $25,000, and $21,000, respectively. At December 31, 2014, the total unrecognized compensation cost related to unvested restricted stock was insignificant. |
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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 contractual | intrinsic value |
share | term (years) | (in thousands) |
Outstanding at December 31, 2013 | | 2,852,793 | | $ | 12.77 | | 8.4 | | $ | 46,708 | |
Granted | | 1,320,573 | | 30.65 | | | | | |
Exercised | | (157,113 | ) | 10.59 | | | | | |
Cancelled | | (289,924 | ) | 17.75 | | | | | |
Outstanding at December 31, 2014 | | 3,726,329 | | $ | 18.82 | | 8.1 | | $ | 69,176 | |
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Vested at December 31, 2014 | | 1,552,249 | | $ | 10.16 | | 7.2 | | $ | 42,428 | |
Vested and expected to vest at December 31, 2014 (a) | | 3,646,747 | | $ | 18.56 | | 8 | | $ | 68,628 | |
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| (a) | | This represents the number of vested options as of December 31, 2014, plus the number of unvested options expected to vest as of December 31, 2014, based on the unvested options at December 31, 2014, adjusted for the estimated forfeiture rate. | | | | | | | | |
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The fair value of each 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, | | | | | |
| | 2012 | | 2013 | | 2014 | | | | | |
Dividend yield | | — | | — | | — | | | | | |
Volatility | | 66% - 71% | | 73% - 78% | | 69% - 76% | | | | | |
Risk-free interest rate | | 0.89% - 1.56% | | 1.07% - 2.05% | | 1.65% - 2.07% | | | | | |
Expected term (years) | | 6.25 | | 5.50 - 6.25 | | 5.50 - 6.08 | | | | | |
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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. 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 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 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 stock options of $1,526,000, $6,770,000, and $11,081,000 for the years ended December 31, 2012, 2013 and 2014, respectively. The totals for the years ended December 31, 2013 and 2014 include $1,132,000 and $297,000, respectively, 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, 2012, 2013 and 2014 were $5.29, $18.48 and $20.33 per share, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2012, 2013 and 2014 was $0.2 million, $4.8 million and $3.4 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, 2014, there was $30.7 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, June 2013 and June 2014, as provided for under the 2012 Incentive Plan, the Company issued 16,644, 4,368 and 10,411 shares of common stock, respectively, with aggregate values of $0.3 million for all three 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 September 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 through March 31, 2014. 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 continued to vest through March 31, 2014. As a result, beginning in September 2013, the Company accounted for unvested stock awards previously granted to the former CFO as non-employee awards. The Company recorded 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 were remeasured at each financial reporting date until they vested, with any increases or decreases in fair value recorded as stock-based compensation expense. Fair values of stock options were determined on each measurement date using the Black-Scholes option pricing model, and fair values of restricted stock awards were equal to the fair market value of the Company’s common stock on the measurement date. During the years ended December 31, 2013 and 2014, the Company recorded incremental stock-based compensation expense of $1.8 million and $0.4 million, respectively, associated with these awards (options and restricted stock awards), as the result of the change in status of the former CFO. |
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In August 2014, the Company granted 2,750 stock options to certain non-employee consultants, all of which were outstanding as of December 31, 2014 with a weighted-average exercise price of $29.04 per share. The Company records stock-based compensation expense based on the fair values of awards as measured on their vesting dates. Fair values of stock options are determined on each measurement date using the Black-Scholes option pricing model. During the year ended December 31, 2014, 2,750 stock options were granted to certain non-employee consultants, with a weighted-average grant date fair value of $17.50, and no options were vested, exercised or forfeited. The fair value of the shares was estimated using the Black-Scholes option-pricing model, using the fair value of the common stock and the following assumptions: zero dividend yield; volatility of 69%; risk-free interest rate of 1.87%; and expected term of 5.50 years. There were no option grants to non-employee consultants during the years ended December 31, 2012 or 2013. |
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Restricted Stock Units |
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In August 2014, the Company issued 19,500 restricted stock units, or RSUs, to certain employees. These stock awards have performance conditions, pursuant to which vesting of the award is contingent on the occurrence of certain milestone events. As a result, the related compensation cost is recognized as an expense, starting when the milestone becomes probable of being met, through the remaining performance period. The expense recognized for these awards is based on the grant date fair value of the Company’s common stock multiplied by the number of units granted, net of estimated forfeitures. |
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The following table presents a summary of the Company’s restricted stock unit activity and related information: |
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| | | | Weighted-average | | | | | | |
| | | | grant date fair | | | | | | |
| | Shares | | value per share | | | | | | |
Unvested restricted stock units at December 31, 2013 | | — | | $ | — | | | | | | |
Granted | | 19,500 | | 29.04 | | | | | | |
Vested | | (2,634 | ) | 29.04 | | | | | | |
Forfeited | | — | | — | | | | | | |
Withheld for taxes (a) | | (1,266 | ) | 29.04 | | | | | | |
Unvested restricted stock units at December 31, 2014 | | 15,600 | | $ | 29.04 | | | | | | |
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| (a) | | The Company has elected to pay cash equal to the minimum amount required to be withheld for income tax purposes instead of issuing the shares of common stock. The cash is remitted to the appropriate taxing authority. | | | | | | | | |
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The weighted-average grant date fair values of RSUs granted during the year ended December 31, 2014 was $29.04 per share. There were no grants of RSUs during the years ended December 31, 2012 or 2013. The total grant date fair value of RSUs that vested during the years ended December 31, 2012, 2013 and 2014 was $0, $0, and $113,000, respectively, based upon the number of RSUs vested multiplied by the closing stock price of the Company’s common stock on the grant date. As of December 31, 2014, there was approximately $453,000 of unrecognized compensation cost related to the RSU grants that is expected to be recognized over a weighted-average period of approximately 0.75 years. |
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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, 2014, 257,324 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 day 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 years ended December 31, 2013 and 2014, the Company issued a total of 7,831 and 9,845 shares, respectively, of common stock under the 2012 ESPP and recognized $67,000 and $99,000, respectively, 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. |
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