Equity Incentive Plans | EQUITY INCENTIVE PLANS In 2011, the Company adopted the 2011 Equity Incentive Plan (the “2011 Plan”) to permit the grant of share-based awards, such as stock grants and incentives and non-qualified stock options to employees and directors. The Board has the authority to determine to whom awards will be granted, the number of shares, the term and the exercise price. In March 2020, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”), which became effective in connection with the Company’s initial public offering in May 2020 (“IPO”). As a result, the Company may not grant any additional awards under the 2011 Plan. The 2011 Plan will continue to govern outstanding equity awards granted thereunder. In addition, the number of shares of common stock reserved for issuance under the 2020 Plan will automatically increase on the first day of January for a period of up to ten years, commencing on January 1, 2021, in an amount equal to 3% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Company’s board of directors. As of September 30, 2023, there were 6,523,570 shares available for issuance under the 2020 Plan, including 1,620,650 additional shares reserved effective January 1, 2023. 2011 Equity Incentive Plan Restricted Stock Units In March 2019, the Company granted, under the 2011 Plan, restricted stock unit awards (“RSUs”) to certain employees that vest only upon the satisfaction of both a time-based service condition and a performance-based condition that was satisfied on the effective date of the IPO of the Company’s common stock. The RSUs were subject to four-year cliff vesting and vested in full in March 2023. The vesting was also subject to a market-based condition related to the value of the Company’s common stock as of the vesting date. As a result of exceeding the value of the Company's common stock as set forth in the grant agreement, the maximum amount of RSUs were earned and vested during the nine months ended September 30, 2023. RSU activity under the 2011 Plan is set forth below: Number of Weighted Outstanding, December 31, 2022 2,712,674 $ 0.17 Vested (2,712,674) (a) Outstanding, September 30, 2023 — $ — _____________ (a) The vested RSUs will be distributed to the employees in installments. The first installment was distributed in the quarter ended March 31, 2023 with a weighted average fair value of $64.34. The second installment was distributed in the quarter ended June 30, 2023 with a weighted average fair value of $71.17. The third installment was distributed in the quarter ended September 30, 2023 with a weighted average fair value of $68.33. The remaining shares will be distributed within the quarter ended December 31, 2023. The total fair value of RSUs vested under the 2011 Plan was $170.6 million for the nine months ended September 30, 2023. No RSUs had vested under the 2011 plan for the nine months ended September 30, 2022. Stock Options A summary of stock option activity under the 2011 Plan for the nine months ended September 30, 2023 is as follows (intrinsic value in thousands): Number of Weighted Weighted Intrinsic Outstanding, December 31, 2022 1,456,328 $ 1.93 6.20 $ 89,749 Exercised (334,351) $ 1.48 $ 20,583 Cancelled (3,324) $ 5.02 Outstanding, September 30, 2023 1,118,653 $ 2.06 5.40 $ 70,857 Vested and exercisable at September 30, 2023 1,091,976 $ 1.95 5.40 $ 69,283 Vested and expected to vest at September 30, 2023 1,118,415 $ 2.06 5.40 $ 70,843 The aggregate intrinsic values of options outstanding, vested and exercisable, and vested and expected to vest were calculated as the difference between the exercise price of the options and the market value of the Company’s common stock. 2020 Incentive Award Plan Restricted Stock Units RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The RSUs cannot be transferred and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The RSUs generally vest either over a four-year period with straight-line vesting in equal amounts on a quarterly basis or a 25% one-year cliff vesting with remaining RSUs vest over a three-year period in equal amounts on a quarterly basis, provided the employee remains continuously employed with the Company. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. RSU activity under the 2020 Plan is set forth below: Number of Weighted Outstanding, December 31, 2022 999,215 $ 79.16 Granted 778,398 58.56 Vested (343,689) 74.28 Cancelled (103,667) 73.67 Outstanding, September 30, 2023 1,330,257 $ 68.79 The total fair value of RSUs vested under the 2020 Plan was $6.9 million and $4.5 million for the three months ended September 30, 2023 and 2022, respectively, and $21.0 million and $15.3 million for the nine months ended September 30, 2023 and 2022, respectively. Stock options During the nine months ended September 30, 2023, the Company granted non-qualified stock options to certain employees with vesting over a four-year period on a quarterly basis. The fair value of the stock options was calculated using the Black-Scholes option pricing model, which requires valuation assumptions of expected term, expected volatility, risk-free interest rate, and expected dividend yield. For the purposes of the Black-Scholes valuation model, the Company used the simplified method for determining the expected term of the granted options. The simplified method was used since the Company does not have adequate historical data to utilize in calculating the expected term of options. The fair value for options granted was calculated using the following weighted average assumptions: Nine Months Ended September 30, 2023 Expected term (in years) 4.56 Expected volatility 50.35% Dividend yield 0.00% Risk free interest rate 4.05% Weighted-average fair value of options granted $25.98 per share A summary of stock option activities under the 2020 Plan for the nine months ended September 30, 2023 is as follows (intrinsic value in thousands): Number of Weighted Weighted Intrinsic Outstanding, December 31, 2022 — $ — — $ — Granted 181,870 $ 56.00 Exercised (916) $ 56.00 $ 9 Cancelled (9,428) $ 56.00 Outstanding, September 30, 2023 171,526 $ 56.00 6.40 $ 1,612 Vested and exercisable at September 30, 2023 21,429 $ 56.00 6.20 $ 201 Vested and expected to vest at September 30, 2023 158,495 $ 56.00 6.40 $ 1,490 Employee Stock Purchase Plan In May 2020, the Company adopted the 2020 Employee Stock Purchase Plan (“ESPP”), which was amended and restated in October 2020 by the Compensation Committee of the Company’s board of directors. Each offering to the employees to purchase stock under the ESPP will begin on each August 1 and February 1 and will end on the following January 31 and July 31, respectively. The first offering period began on August 1, 2020. On each purchase date, which falls on the last date of each offering period, ESPP participants will purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value per share of the common stock on the offering date or (2) the fair market value of the common stock on the purchase date. The occurrence and duration of offering periods under the ESPP are subject to the determinations of the Compensation Committee, in its sole discretion. The number of shares available for issuance under the ESPP increases automatically on January 1 of each calendar year of the Company beginning in 2021 and ending in 2030, in an amount equal to the lesser of (i) 1% of the aggregate number of outstanding shares of the Company’s common stock on the final day of the immediately preceding calendar year and (ii) such smaller number of shares determined by the Company’s board of directors. The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model with the following assumptions: Nine Months Ended September 30, 2023 2022 Expected term (in years) 0.5 0.5 Expected volatility 42.08% - 49.89% 56.09% - 72.78% Dividend yield 0.00 % 0.00 % Risk free interest rate 4.79% - 5.54% 0.48% - 2.96% As of September 30, 2023, a total of (i) 423,109 shares of common stock, including 118,494 shares purchased in July 2023 and 86,051 shares purchased in January 2023, have been purchased under the ESPP, and (ii) 2,103,629 shares of common stock are reserved under the ESPP for future purchases, including 540,217 additional shares, which were automatically added to the reserve on January 1, 2023 pursuant to the terms of the ESPP. Stock-based Compensation Expense Total compensation cost for all share-based payment arrangements recognized, including $0.7 million and $0.8 million for the three months ended September 30, 2023 and 2022, respectively, and $2.9 million and $2.5 million for nine months ended September 30, 2023 and 2022, respectively, of stock-based compensation expense related to the ESPP, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of goods sold $ 393 $ 386 $ 1,232 $ 1,126 Research and development 1,587 1,051 4,981 3,143 Selling, general and administrative 7,864 5,919 24,323 16,806 $ 9,844 $ 7,356 $ 30,536 $ 21,075 Total stock-based compensation expense as of September 30, 2023 related to all non-vested awards to be recognized in future periods was $78.9 million and is expected to be recognized over the remaining weighted average period of 2.7 years. |