Stock-Based Compensation | Note 8. Stock-Based Compensation 2011 Equity Incentive Plan In 2011, the Company’s board of directors established its 2011 Equity Incentive Plan (the “2011 Plan”) that provided for the granting of stock options to employees and nonemployees of the Company. Under the 2011 Plan, the Company had the ability to issue incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, and restricted stock unit awards (“RSUs”). Options under the 2011 Plan could be granted for periods of up to 10 years. The ISOs could be granted at a price per share not less than the fair value at the date of grant. 2019 Equity Incentive Plan The Company’s board of directors adopted and the Company’s stockholders approved the 2019 Equity Incentive Plan (the “2019 Plan”) in May 2019 and June 2019, respectively. The 2019 Plan became effective in June 2019 in connection with the Company’s Initial Public Offering (“IPO”), and no further grants will be made under the 2011 Plan. Shares reserved and remaining available for issuance under the 2011 Plan were added to the 2019 Plan reserve upon its effectiveness. The 2019 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards, RSUs, performance-based stock awards, and other forms of equity compensation. Additionally, the 2019 Plan provides for the grant of performance cash awards. ISOs may be granted only to the Company’s employees and to any of the Company’s parent or subsidiary corporation’s employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants of the Company and any of the Company’s affiliates. The exercise price of a stock option generally cannot be less than 100% of the fair market value of the Company’s common stock on the date of grant. Options under the 2019 Plan may be granted for periods of up to 10 years. 2020 Inducement Plan The Compensation Committee of the Company’s board of directors adopted the 2020 Inducement Plan (the “Inducement Plan”) in May 2020, which became effective upon adoption. The Inducement Plan was adopted without stockholder approval, as permitted by the Nasdaq Stock Market listing rules (the “Nasdaq Listing Rules”). The Inducement Plan provides for the grant of equity-based awards, including NSOs, stock appreciation rights, restricted stock awards, RSUs, performance-based stock awards, and other forms of equity compensation, and its terms are substantially similar to the stockholder-approved 2019 Plan. In accordance with relevant Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals entry into employment with the Company. 2019 Employee Stock Purchase Plan The Company’s board of directors adopted and the Company’s stockholders approved the ESPP in May 2019 and June 2019, respectively. Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to 15 of their earnings for the purchase of the Company’s common stock at a discounted price per share. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the Company’s common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate six-month offering periods beginning on May 1 and November 1 of each year. Shares of common stock available for issuance under the Company’s equity incentive plans as of June 30, 2021 and December 31, 2020 were as follows: June 30, December 31, 2021 2020 Reserved for issuance upon exercise of options outstanding under the 2011 Plan 3,030,494 3,389,711 Reserved for issuance upon exercise or settlement of awards outstanding under the 2019 Plan 3,416,066 2,399,513 Reserved and available for issuance under the 2019 Plan 2,783,091 1,977,069 Reserved for issuance upon exercise or settlement of awards outstanding under the Inducement Plan 185,100 199,300 Reserved and available for issuance under the Inducement Plan 801,900 800,700 Reserved and available for issuance under the ESPP 654,636 320,582 Total number of shares reserved 10,871,287 9,086,875 Stock Option Activity A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized further below) under the 2011 Plan, 2019 Plan, and Inducement Plan for the six months ended June 30, 2021 is as follows: Outstanding Options (in thousands, except share and per share data) Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance—December 31, 2020 4,948,306 $ 7.10 6.71 $ 146,044 Options granted 728,306 21.89 Options exercised (384,938 ) 3.64 Options cancelled (66,460 ) 9.99 Balance—June 30, 2021 5,225,214 $ 9.38 6.76 $ 84,982 Options vested and exercisable as of June 30, 2021 3,118,662 $ 5.17 5.29 $ 62,790 Options granted to new hires generally vest over a four-year four-year The aggregate intrinsic value of unexercised stock options is calculated as the difference between the closing price of the Company’s common stock of $25.30 on June 30, 2021 and the exercise prices of the underlying stock options. Out-of-the money stock options are excluded from the aggregate intrinsic value. The weighted-average grant date fair value of options granted was $12.34 and $6.70 per share for the three months ended June 30, 2021 and 2020, and $13.55 and $4.81 per share for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the unrecognized stock-based compensation cost of unvested options was $19.0 million, which is expected to be recognized over a weighted-average period of 2.5 years. Valuation of Stock Options The Company estimated the fair value of stock options (excluding performance-based stock options discussed below) using the Black-Scholes option-pricing model. The fair value of stock options is recognized on a straight-line basis over the requisite service periods of the awards. The fair value of stock options was estimated using the following weighted-average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Expected term (in years) 5.50 - 6.27 5.50 - 6.08 5.50 - 6.27 5.50 - 6.08 Volatility 69.39 - 69.90% 67.58 - 68.18% 68.06 - 69.90% 61.74 - 68.18% Risk-free interest rate 0.94 - 1.06% 0.36 - 0.44% 0.62 - 1.06% 0.36 - 1.66% Dividend yield –% –% –% –% Performance-Based Stock Option Activity Pursuant to the 2019 Plan, in March 2020, the Company’s board of directors granted the Company’s Chief Executive Officer a performance-based stock option (“PSO”) to purchase 421,000 shares of common stock. The PSO was subject to the Chief Executive Officer’s continued service to the Company through the date of vesting and, if the performance condition is not met within 10 years from the date of grant, the PSO would be canceled. The shares subject to the PSO would vest in full if the Company’s average market capitalization is equal to or greater than $1 billion over a 30 calendar day period. Upon a change in control, the vesting of the shares subject to the PSO would accelerate on a pro rata basis based on the price per share in such change in control transaction multiplied by the price per share at such time divided by $1 billion, with up to 100% of the shares eligible for such accelerated vesting. During the last quarter of 2020, the Company’s average market capitalization was equal to or greater than $1 billion over a 30 calendar day period and the PSO vested in full. A summary of the Company’s performance-based stock option activity under the 2019 Plan for the six months ended June 30, 2021 is as follows: Outstanding Performance-Based Options (in thousands, except share and per share data) Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance—December 31, 2020 421,000 $ 5.10 9.21 $ 13,266 Options granted — Options exercised — Options cancelled — Balance—June 30, 2021 421,000 $ 5.10 8.71 $ 8,504 Options vested and exercisable as of June 30, 2021 421,000 $ 5.10 8.71 $ 8,504 The aggregate intrinsic value of unexercised stock options is calculated as the difference between the closing price of the Company’s common stock of $25.30 on June 30, 2021 and the exercise price of the underlying stock options. As of June 30, 2021, there is no remaining unrecognized stock-based compensation cost. Valuation of Performance-Based Stock Options The Company estimated the fair value of the PSO using a Monte Carlo Model and the following assumptions and estimates: 2020 Performance period (in years) 10.00 Derived service period (in years) 4.55 Volatility 63.60 % Risk-free interest rate 1.02 % Dividend yield –% Estimated fair value per share $ 3.31 Restricted Stock Units Activity and Valuation A summary of the Company’s RSU activity under the 2019 Plan and Inducement Plan for the six months ended June 30, 2021 is as follows: Unvested Restricted Stock Units (in thousands, except share and per share data) Number of Shares Weighted- Average Grant Date Fair Value Aggregate Fair Value Balance—December 31, 2020 619,218 $ 10.41 $ 22,670 RSUs granted 514,496 22.94 RSUs vested (119,981 ) 8.51 2,955 RSUs cancelled (28,287 ) 15.86 Balance—June 30, 2021 985,446 $ 17.03 $ 24,932 The Company granted RSUs to employees to receive shares of the Company’s common stock. The RSUs awarded are subject to each individual’s continued service to the Company through each applicable vesting date. RSUs granted to new hires generally vest annually over a four-year four-year three-year The aggregate fair value of unvested RSUs is calculated using the closing price of the Company’s common stock of $25.30 on June 30, 2021. As of June 30, 2021, the unrecognized stock-based compensation cost of unvested RSUs was $15.6 million, which is expected to be recognized over a weighted-average period of 2.9 years. The Company's default tax withholding method for RSUs is the sell-to-cover method, in which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the RSUs upon vesting and settlement to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. ESPP Activity and Valuation During the six months ended June 30, 2021 and 2020, 57,001 Three and Six Months Ended June 30, 2021 2020 Expected term (in years) 0.49 0.50 Volatility 74.88 % 102.10 % Risk-free interest rate 0.04 % 0.12 % Dividend yield –% –% Grant-date fair value per share $ 8.21 $ 4.29 Stock Option Modifications During March 2021, the Company’s board of directors approved modifications to the outstanding stock options of two of the Company’s non-employee directors. The modifications involved acceleration of unvested options and an extension of the exercise periods. The modifications resulted in incremental compensation cost of $1.2 million, all of which was recognized during the six months ended June 30, 2021. During the three months ended June 30, 2021, $0.6 million of such incremental compensation was recognized. Stock-Based Compensation Expense The following is a summary of stock-based compensation expense by award type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options $ 2,325 $ 1,259 $ 4,503 $ 2,262 RSUs 1,011 310 1,655 423 ESPP 264 177 499 297 Performance-based stock options — 76 — 89 Total stock-based compensation expense $ 3,600 $ 1,822 $ 6,657 $ 3,071 The following is a summary of stock-based compensation expense by function (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 332 $ 209 $ 620 $ 352 Research and development 900 394 1,628 653 Selling, general and administrative 2,368 1,219 4,409 2,066 Total stock-based compensation expense $ 3,600 $ 1,822 $ 6,657 $ 3,071 |