Stock-based compensation | 7. Stock‑based compensation Stock‑based compensation expense as reflected in the Company’s consolidated statements of operations and comprehensive loss was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ $ $ General and administrative Total stock-based compensation expense $ $ $ Of the $6.2 million of stock-based compensation expense recorded during the year ended December 31, 2016, $6.3 million was recorded to additional paid-in capital and approximately $69,000 was recorded as a decrease in liability classified awards. Of the $9.7 million of stock-based compensation expense recorded during the year ended December 31, 2015, $10.1 million was recorded to additional paid-in capital and approximately $400,000 was recorded as a decrease in liability classified awards. Of the $12.1 million of stock-based compensation expense recorded during the year ended December 31, 2014, approximately $12.3 million was recorded to additional paid-in capital and approximately $248,000 was recorded as a decrease in liability classified awards. The Company has awards outstanding under two equity compensation plans, the 2012 Incentive Plan (the 2012 Plan) and the 2010 Equity Incentive Plan (the 2010 Plan), as well as the inducement award program. 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, most options granted by the Company vest twenty-five percent (25%) one year from vesting start date and six and a quarter percent (6.25%) for each successive three-month period, thereafter (subject to acceleration of vesting in the event of certain change of control transactions) and are exercisable for a period of ten years from the date of grant. 2012 Incentive Plan The 2012 Plan became effective immediately upon the closing of the Company’s IPO in February 2012. Upon effectiveness of the 2012 Plan, the Company ceased making awards under the 2010 Plan. The 2012 Plan initially allowed the Company to grant awards for up to 3,428,571 shares of common stock, plus the number of shares of common stock available for grant under the 2010 Plan as of the effectiveness of the 2012 Plan (which was an additional 30,101 shares), plus that number of shares of common stock related to awards outstanding under the 2010 Plan which terminate by expiration, forfeiture, cancellation or otherwise. The 2012 Plan includes an “evergreen provision” that allows for an annual increase in the number of shares of common stock available for issuance under the 2012 Plan. The annual increase is added on the first day of each year beginning in 2013 and each subsequent anniversary until the expiration of the 2012 Plan, and is equal to the lower of 1,285,714 shares of common stock, 4.0% of the number of shares of common stock outstanding and an amount determined by the board of directors. On January 1, 2016 and 2015, the number of shares available for issuance under the 2012 Plan increased by 1,285,714 and 1,081,045, respectively, under this provision. Subsequently, on January 1, 2017, the number of shares available for issuance under the 2012 Plan increased by 1,285,714 under this provision. Awards under the 2012 Plan may include the following award types: incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units (RSUs), other stock‑based or cash‑based awards and any combination of the foregoing. As of December 31, 2016, under the 2012 Plan, the Company has granted stock options for 7,874,773 shares of common stock, of which 2,672,751 have been forfeited and restricted stock units for 909,918 shares of common stock, of which 150,101 have been forfeited. The exercise price of each option has been equal to the closing price of a share of our common stock on the grant date. Inducement Award Program In December 2014, the Company established an inducement award program (in accordance with NASDAQ Listing Rule 5635(c)(4)) under which it may grant non-statutory stock options to purchase up to an aggregate of 750,000 shares of common stock to new or prospective employees as inducement to enter into employment with the Company. In December 2016, the Board of Directors authorized and reserved 580,000 additional shares of common stock under this program. The program is governed by the terms of the 2012 Plan but does not fall under the 2012 Plan. As of December 31, 2016 and 2015, the Company had granted 580,000 and 210,000 shares of common stock under the program, respectively. As of December 31, 2016 and 2015, 75,000 of the options issued under this program had been cancelled and 750,000 remain available for future issuance. Stock Options A summary of the Company’s stock option activity and related information for the year ended December 31, 2016 is as follows: Weighted-average Weighted-average remaining Aggregate exercise price per contractual term intrinsic value Shares share (years) (in thousands) Outstanding at December 31, 2015 $ $ Granted $ Exercised $ Forfeited/cancelled $ Outstanding at December 31, 2016 $ $ Vested at December 31, 2016 $ $ Vested and expected to vest at December 31, 2016(1) $ $ (1) This represents the number of vested options as of December 31, 2016, plus the number of unvested options expected to vest as of December 31, 2016, based on the unvested options at December 31, 2016, adjusted for the estimated forfeiture rate. 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: Year Ended December 31, 2016 2015 2014 Risk-free interest rate % % % Volatility % % % Dividend yield — — — Expected term (years) The Company recorded stock‑based compensation expense associated with employee stock options of $6.1 million, $7.9 million, and $7.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. The weighted‑average grant date fair value of options granted in the years ended December 31, 2016, 2015 and 2014 was $0.99, $3.80, and $8.61 per share, respectively. The fair value of options that vested during the years ended December 31, 2016, 2015 and 2014 was $6.9 million, $9.5 million, and $6.6 million, respectively. In June 2016, the Company granted stock options to purchase a total of 500,000 shares of common stock to certain employees that vest only upon the achievement of specified performance conditions. The grant date fair value of these options was approximately $445,000. The Company determined that 50% of performance conditions had been achieved during the year ended December 31, 2016. As a result, 250,000 shares vested in October 2016 and the Company recognized stock-based compensation expense related to these awards of approximately $222,000 for the year ended December 31, 2016. The Company determined that the remaining 50% of the performance conditions were not considered probable of achievement as of December 31, 2016 and as a result, has not recognized any stock-based compensation expense related to the remaining unvested awards. At December 31, 2016, there was $4.9 million of total unrecognized compensation cost related to unvested stock options and the Company expects to recognize this cost over a remaining weighted-average period of 1.5 years. Restricted Stock Units A summary of the Company’s RSU activity and related information for the year ended December 31, 2016 is as follows: Shares Weighted-average grant date fair value per share Unvested at December 31, 2015 $ Vested $ Unvested at December 31, 2016 — $ — No restricted stock units were granted during the years ended December 31, 2016, 2015 and 2014. The total fair value of restricted stock units vested during the years ended December 31, 2016, 2015 and 2014 was approximately $65,000, $1.6 million and $2.2 million, respectively. As of December 31, 2016, there was no unrecognized stock‑based compensation expense related to unvested RSUs granted under the 2012 Plan. During 2012, the Company issued a restricted stock unit for 103,306 shares to an employee. The award vests up to 25% per year based on the achievement of stated objectives. The objectives related to 2015 were established on January 8, 2015. In December 2015, the Board of Directors elected not to approve any payment under this award for the year ended December 31, 2015. The Company did not record any stock-based compensation expense for this award during the year ended December 31, 2015. The objectives related to 2014 were established on January 7, 2014 and the objectives were determined to be met on January 8, 2015. The Company recorded $158,000 of stock-based compensation expense for this award during the year ended December 31, 2014 based on the achievement of the stated objectives. During the first quarter of 2013, the Company amended the terms of certain RSUs related to a total of 697,060 shares of common stock to allow for tax withholdings greater than the minimum required statutory withholding amount. As a result of this change in the terms of the awards, the outstanding RSUs were considered to be liability instruments. As a result of this modification, the Company recorded a liability for the fair value of the awards as of each reporting date with the change in fair value recorded through the consolidated statements of operations and comprehensive loss. The Company recorded stock‑based compensation expense equal to the greater of the original grant date fair value of the awards or the settlement date fair value. All RSUs were fully vested as of February 1, 2016. During the year ended December 31, 2016, 2015 and 2014, the Company deposited approximately $5,000, $417,000, and $780,000, respectively, with tax authorities to settle the tax liability for awards that settled during the respective periods. There was no liability related to these awards as of December 31, 2016. The liability related to these awards of approximately $69,000 was recorded as liability classified stock‑based compensation awards on the consolidated balance sheets as of December 31, 2015. Restricted Common Stock In connection with the Company’s formation, the founders purchased an aggregate of 2,857,138 shares of Company’s common stock at fair value on the date of issuance. The shares were issued subject to restricted stock agreements between the Company and each founder, which allow the Company, at its discretion, to repurchase unvested shares if the founder’s relationship with the Company is terminated. Under these agreements, twenty-five percent (25%) of the shares vested immediately and the remaining seventy-five percent (75%) of shares vest ratably in quarterly installments over the subsequent four years. The Company records stock‑based compensation expense for the common stock subject to repurchase, or restricted common stock grants, based on the grant date fair value for employees and the reporting date and upon vesting fair value for non‑employees. The fair value of the award is considered the intrinsic value as of each measurement date. All of the restricted shares were issued at a purchase price equal to the fair value of the common stock on the date of issuance. The Company recorded stock‑based compensation expense associated with restricted common stock grants of $1.7 million for the year ended December 31, 2014. The Company did not record any stock-based compensation expense related to restricted common stock grants in the years ended December 31, 2016 and 2015. No restricted common stock was granted during the years ended December 31, 2016, 2015 and 2014. The total fair value of shares vested during the years ended December 31, 2015 and 2014 was approximately $59,000 and $2.2 million, respectively. All restricted common stock grants were fully vested as of December 31, 2015. |