Stock incentive plans | 7. Stock incentive plans Stock incentive plans In 2010, the Company adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors, and consultants under terms and provisions established by the Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than fair market value. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market of the common stock on the grant date, as determined by the Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years. In January 2015, the Company adopted the 2015 Stock Incentive Plan, (the “2015 Plan”), which became effective upon the closing of the Company’s initial public offering (“IPO”). The 2015 Plan had 4,370,452 shares of common stock reserved for future issuance at the time of its effectiveness, which included 120,452 shares under the 2010 Plan which were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards. Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. RSUs generally vest over a period of three years. Typically, the vesting schedule for RSUs provides that one third of the award vests upon each anniversary of the grant date. In February 2016, the Company granted PRSUs under the 2015 Plan, which PRSUs could be earned based on the achievement of specified performance conditions measured over a period of approximately 12 months. Holders of PRSUs were eligible to receive 0% to 100% of the target number of PRSUs originally granted. Stock-based compensation expense associated with PRSU grants would be recorded when the performance conditions were determined to be probable and fully vested restricted stock units would be awarded upon the Audit Committee’s determination of the level of achievement. In February, 2017, upon the Audit Committee’s determination of the level of achievement, 352,045 fully vested stock units were awarded to holders of PRSUs. Based on its evaluations of the probability of achieving performance conditions, the Company recorded stock-based compensation expense of $0.4 million and zero, for the three months ended March 31, 2017 and 2016, respectively, related to the PRSUs. Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except share and per share amounts and years): Shares available for grant Stock options outstanding Weighted- average exercise price Weighted- average remaining contractual life (years) Aggregate intrinsic value Balances at December 31, 2016 1,375,766 4,490,662 $ 8.21 8.11 $ 5,312 Additional shares reserved 2,923,183 Options granted (443,648 ) 443,648 $ 8.97 Options cancelled 108,418 (108,418 ) $ 9.87 Options exercised (157,799 ) $ 4.57 RSUs granted (1,668,965 ) RSUs cancelled 27,607 PRSUs cancelled 177,960 Balances at March 31, 2017 2,500,321 4,668,093 $ 8.37 8.20 $ 12,846 Options exercisable at March 31, 2017 1,723,431 $ 6.89 7.17 $ 7,351 Options vested and expected to vest at March 31, 2017 4,212,145 $ 8.27 8.12 $ 12,036 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money. The weighted-average fair value of options to purchase common stock granted was $5.85 and $6.29 in the three months ended March 31, 2017 and 2016, respectively. The weighted-average fair value of RSUs granted was $10.22 and $10.00 in the three months ended March 31, 2017 and 2016. No PRSUs were granted in the three months ended March 31, 2017 and the weighted average fair value of PRSUs granted in the three months ended March 31, 2016 was $6.33. The total grant date fair value of options to purchase common stock vested was $1.1 million and $1.3 million in the three months ended March 31, 2017 and 2016, respectively. The intrinsic value of options to purchase common stock exercised was $856,000 and $507,000 in the three months ended March 31, 2017 and 2016, respectively. The following table summarizes RSU and PRSU activity for the three months ended March 31, 2017: Number of Shares Weighted- Average Grant Date Fair Value Balance at December 31, 2016 1,421,757 $ 8.77 RSUs granted 1,668,965 $ 10.22 RSUs vested (13,316 ) $ 8.99 PRSUs vested (352,045 ) $ 6.54 RSUs cancelled (27,607 ) $ 9.98 PRSUs cancelled (177,960 ) $ 6.53 Balance at March 31, 2017 2,519,794 $ 10.18 2015 employee stock purchase plan In January 2015, the Company adopted the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the closing of the IPO. Employees participating in the ESPP may purchase common stock at 85% of the lesser of the fair market value of common stock on the purchase date or last trading day preceding the offering date. At March 31, 2017, cash received from payroll deductions pursuant to the ESPP was $1.0 million. The ESPP provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 and continuing through January 1, 2025. At March 31, 2017, a total of 686,121 shares of common stock are reserved for issuance under the ESPP. Stock-based compensation The Company uses the grant date fair value of its common stock to value both employee and non-employee options when granted. The Company revalues non-employee options each reporting period using the fair market value of the Company’s common stock as of the last day of each reporting period. In determining the fair value of stock options and ESPP purchases, the Company uses the Black-Scholes option-pricing model and, for stock options, the assumptions discussed below. Each of these inputs is subjective and its determination generally requires significant judgment. The fair value of RSU and PRSU awards is based on the grant date share price. Compensation cost is recognized as expense on a straight-line basis over the vesting period for options and RSUs and on an accelerated basis for PRSUs. Expected term —The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term). Expected volatility —Because the Company was privately held until February 2015 and did not have any trading history for its common stock prior to its IPO, the expected volatility was estimated based on the average volatility for comparable publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. When selecting comparable publicly traded companies in a similar industry on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ common stock during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. Dividend yield —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. The fair value of share-based payments for options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing valuation model based on the following assumptions: Three months ended, March 31, 2017 March 31, 2016 Expected term (in years) 6.03 6.13 Expected volatility 72.94% 71.05% Risk-free interest rate 2.05% 1.34% Dividend yield — — Stock-based compensation related to stock options granted to non-employees is recognized as the stock options vest. The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model based on the following assumptions: As of March 31, 2017 2016 Expected term (in years) 6.00 – 9.00 7.00 – 9.57% Expected volatility 72.29 – 77.36% 71.05% Risk-free interest rate 2.02 – 2.31% 1.44 – 1.73% Dividend yield — — The following table summarizes stock-based compensation expense for the three months ended March 31, 2017 and 2016, included in the consolidated statements of operations (in thousands): Three months ended March 31, 2017 2016 Cost of revenue $ 317 $ 201 Research and development 1,295 538 Selling and marketing 716 241 General and administrative 950 485 Total stock-based compensation expense $ 3,278 $ 1,465 At March 31, 2017, unrecognized compensation expense related to unvested stock options, net of estimated forfeitures, was $16.3 million, which the Company expects to recognize on a straight-line basis over a weighted-average period of 2.8 years. Unrecognized compensation expense related to RSUs at March 31, 2017 was $19.3 million, which the Company expects to recognize on a straight-line basis over a weighted-average period of 2.8 years. At March 31, 2017, there was no unrecognized compensation expense related to PRSUs and no capitalized stock-based employee compensation. |