Stock Based Awards | 10. Stock Based Awards 2009 Equity Incentive Plan In February 2009, the Company adopted the Versartis, Inc. 2009 Stock Plan, which was amended in June 2011 (“2009 Plan”) for eligible employees, outside directors and consultants. The 2009 Plan provides for the granting of incentive stock options, non-statutory stock options, and stock purchase rights to acquire restricted stock. Terms of the stock option agreements, including vesting requirements, are determined by the board of directors, subject to the provisions in the 2009 Plan. Options granted by the Company generally vest over a period of four years and expire no later than ten years after the date of grant. Options may be exercised prior to vesting, subject to a right of repurchase by the Company. The board of directors determines the fair value of the underlying common stock at the time of the grant of each option. Upon the exercise of options, the Company issues new common stock from its authorized shares. Options under the 2009 Plan may be granted for periods of up to ten years. All options issued to date have had a ten year life. The exercise price of an ISO shall not be less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO and NSO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, respectively, as determined by the board of directors. The exercise price of a NSO shall not be less than the par value per share of common stock. To date, options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter. Upon adoption of the 2014 Equity Incentive Plan described below, no further grants will be made under the 2009 Plan. 2014 Equity Incentive Plan In March 2014, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2014 Equity Incentive Plan, or the 2014 Plan. The 2014 Plan became effective at the time of the initial public offering and is the successor to the 2009 Plan. The 2014 Plan provides for the grant of ISOs to employees and for the grant of NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, performance-based cash awards and other forms of equity compensation to employees, directors and consultants. Additionally, the 2014 Plan provides for the grant of performance cash awards to employees, directors and consultants. Initially, the aggregate number of shares of common stock that may be issued pursuant to stock awards under the 2014 Plan after the initial public offering is approximately 4.1 million, which includes options outstanding under the 2009 Plan. The number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year, beginning on January 1, 2015 and ending on and including January 1, 2024, by 4.5% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. The maximum number of shares that may be issued upon the exercise of ISOs under the 2014 Plan is 12,000,000. The Company’s board of directors, or a duly authorized committee of the board of directors, will administer the 2014 Plan. The board of directors may also delegate to one or more of the Company’s officers the authority to (i) designate employees (other than officers) to receive specified stock awards, and (ii) determine the number of shares of our common stock to be subject to such stock awards. Subject to the terms of our 2014 Plan, the board of directors has the authority to determine the terms of awards, including recipients, the exercise, purchase or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share of the Company’s common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise or settlement of the award and the terms of the award agreements. Options granted under the 2014 Plan have a contractual life of ten years and generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/36 th As of December 31, 2016, a total of 1,044,113 shares of common stock are available for future grant under the 2014 Plan. Activity under the Company’s stock option plans is set forth below: Weighted Average Weighted Remaining Aggregate Shares Average Contractual Intrinsic Available Number of Exercise Life Value for Grant Shares Price (in years) (in thousands) Balance at January 1, 2014 9,533 1,403,656 $ 1.90 Additional shares authorized 2,531,915 — — Options granted (1,471,142 ) 1,471,142 18.68 Restricted stock units granted (185,514 ) Options exercised — (44,822 ) 1.32 Options cancelled 106,609 (106,609 ) 18.43 Balances, December 31, 2014 991,401 2,723,367 $ 10.33 Additional shares authorized 1,091,045 — — Options granted (664,100 ) 664,100 15.34 Restricted stock units granted (123,450 ) — — Options exercised — (90,851 ) 1.34 Options cancelled 55,647 (55,647 ) 15.68 Balances, December 31, 2015 1,350,543 3,240,969 $ 11.51 Additional shares authorized 1,323,911 — — Options granted (1,399,522 ) 1,399,522 10.04 Restricted stock units granted (332,964 ) — — Options exercised — (85,646 ) 1.64 Options cancelled 102,145 (102,145 ) 14.90 Balances, December 31, 2016 1,044,113 4,452,700 $ 11.16 7.8 $ 25,162 Vested and expected to vest as of December 31, 2016 — 4,323,511 $ 11.14 7.8 $ 24,632 Exercisable as of December 31, 2016 — 2,246,742 $ 10.11 7.2 $ 15,498 The intrinsic values of outstanding, vested and exercisable options were determined by multiplying the number of shares by the difference in exercise price of the options and the fair value of the common stock. The intrinsic value of stock options exercised during the years ended December 31, 2016, 2015, and 2014, was $0.8 million, $1.4 million, and $0.8 million, respectively. The following table summarizes information with respect to stock options outstanding and currently exercisable and vested as of December 31, 2016: Options Exercisable Options Outstanding and Vested Weighted Average Weighted Average Remaining Remaining Range of Number Contractual Number Contractual Exercise Prices Outstanding Life (in Years) Outstanding Life (in Years) $1.27-$2.53 1,158,038 6.3 966,139 6.3 3.33-10.68 1,736,950 8.6 494,703 8.6 10.87-20.30 896,382 8.5 409,602 8.5 21.00-31.96 651,330 7.5 370,048 7.5 34.00 10,000 7.5 6,250 7.5 4,452,700 2,246,742 Stock Options Granted to Employees During the years ended December 31, 2016, 2015, and 2014 the Company granted stock options to employees to purchase shares of common stock with a weighted-average grant date fair value of $6.78, $10.62, and $16.90 per share, respectively. The fair value is being expensed over the vesting period of the options, which is usually 4 years on a straight line basis as the services are being provided. No tax benefits were realized from options and other share-based payment arrangements during the periods. As of December 31, 2016, total unrecognized employee stock-based compensation was $20.0 million, which is expected to be recognized over the weighted-average remaining vesting period of 2.3 years. The fair value of employee stock options was estimated using the Black-Scholes model with the following weighted-average assumptions Year Ended December 31, 2016 2015 2014 Expected volatility 77.9% 79.7% 84.9% Risk-free interest rate 1.5% 1.7% 1.9% Dividend yield 0.0% 0.0% 0.0% Expected life (in years) 6.0 6.0 6.1 Determining Fair Value of Stock Options The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected Volatility – The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers, as the Company did not have any trading history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. Expected Term – The expected term of stock options represents the weighted average period the stock options are expected to be outstanding. For option grants that are considered to be “plain vanilla”, the Company has opted to use the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time-to-vesting and the contractual life of the options. For other option grants, the expected term is derived from the Company’s historical data on employee exercises and post-vesting employment termination behavior taking into account the contractual life of the award. Risk-Free Interest Rate – The risk free rate assumption was based on the U.S. Treasury instruments with terms that were consistent with the expected term of the Company’s stock options. Expected Dividend – The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. Forfeiture Rate – Forfeitures were estimated based on historical experience. Fair Value of Common Stock – The fair value of the shares of common stock underlying the stock options has historically been the responsibility of and determined by the Company’s board of directors. Because there had been no public market for the Company’s common stock prior to the initial public offering, the board of directors determined the fair value of common stock at the time of grant of the option by considering a number of objective and subjective factors including independent third-party valuations of the Company’s common stock, sales of convertible preferred stock to unrelated third parties, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors. Since the initial public offering in March 2014, the fair value of the underlying common stock is based upon quoted prices on the NASDAQ Global Select Market. Stock-based compensation expense, net of estimate forfeitures, is reflected in the statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2016 2015 2014 Operating Expenses Research and development $ 3,837 $ 3,032 $ 1,230 General and administrative 7,086 7,667 3,411 Total $ 10,923 $ 10,699 $ 4,641 In May 2015, the Company’s co-founder and then CEO, Jeff Cleland, resigned as President and CEO and as a member of the Company’s Board of Directors. As part of the Separation and Consulting Agreement entered into between the Company and Dr. Cleland, the Company incurred $2.4 million of additional separation related costs, of which $2.0 million was calculated as the full fair value of Dr. Cleland’s unexercised vested stock options as well as his unvested stock options expected to vest over the 12 month term of his consulting agreement. The remaining $0.4 million of incremental payroll costs incurred during the three months ended June 30, 2015 related to a one-time cash severance payment associated with the Company’s CEO transition. 2014 Employee Stock Purchase Plan The board of directors adopted, and the Company’s stockholders approved, the 2014 Employee Stock Purchase Plan, or the ESPP, in March 2014. The ESPP became effective on March 20, 2014. The maximum aggregate number of shares of common stock that may be issued under the ESPP is 150,000 shares (subject to adjustment to reflect any split of our common stock). Additionally, the number of shares of common stock reserved for issuance under the ESPP will increase automatically each year, beginning on January 1, 2015 and continuing through and including January 1, 2024, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year; and (ii) 300,000 shares of common stock (subject to adjustment to reflect any split of our common stock). The board of directors may act prior to the first day of any calendar year to provide that there will be no January 1 increase or that the increase will be for a lesser number of shares than would otherwise occur. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the ESPP. An employee may not be granted rights to purchase stock under the ESPP if such employee (i) immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of the Company’s common stock, or (ii) holds rights to purchase stock under the ESPP that would accrue at a rate that exceeds $25,000 worth of our stock for each calendar year that the rights remain outstanding. The administrator may approve offerings with a duration of not more than 27 months, and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of common stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine the terms of offerings under the ESPP. The ESPP permits participants to purchase shares of our common stock through payroll deductions with up to 15% of their earnings. The purchase price of the shares will be not less than 85% of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase. The Company estimated the fair value of our employees’ stock purchase rights under the ESPP using the Black-Scholes model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Expected volatility 73.6% 72.1% 54.9% Risk-free interest rate 0.51% 0.26% 0.06% Dividend yield 0.0% 0.0% 0.0% Expected life (in years) 0.5 0.5 0.5 Restricted Stock Units Restricted stock units are shares of common stock which are forfeited if the employee leaves the Company prior to vesting. These stock units offer employees the opportunity to earn shares of the Company’s stock over time, rather than options that give the employee the right to purchase stock at a set price. As a result of these restricted stock units, the Company recognized $2.0 million, $1.4 million and $0.5 million in compensation expense during the years ended December 31, 2016, 2015 and 2014, respectively. As all of the restricted stock vests through 2016 and beyond, the Company will continue to recognize stock based compensation expense related to the grants of these restricted stock units. If all of the remaining restricted stock units that were granted in 2014 vest, the Company will recognize approximately $4.1 million in compensation expense over a weighted average remaining period of 2.5 years. However, no compensation expense will be recognized for restricted stock units that do not vest. A summary of the Company’s restricted stock activity is presented in the following tables: Weighted Average Number of Grant Date Shares Fair Value Restricted Stock Units Unvested at December 31, 2015 254,067 $ 21.11 Granted 332,964 10.63 Vested (79,756 ) 14.64 Forfeited/canceled (5,248 ) 21.71 Unvested at December 31, 2016 502,027 $ 14.43 |