Share-Based Compensation | 9. Share-Based Compensation Stock Options In January 2016, the Company’s board of directors adopted and approved the Clearside Biomedical, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) which became effective on June 1, 2016. The 2016 Plan provides for the grant of share-based awards to employees, directors and consultants of the Company. The 2016 Plan provides for the grant of incentive stock options to employees, and for the grant of nonqualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s employees, directors, and non-employee third parties. The number of shares of common stock reserved for issuance under the 2016 Plan will automatically increase on January 1 each year, through January 1, 2026, by 4 % of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. At December 31, 2021, under the 2016 Plan, options to purchase 5,378,247 shares of the Company’s common stock were outstanding at a weighted average price of $ 4.13 per share and 382,788 shares remained available for future grant. As of January 1, 2022, the number of shares of common stock that may be issued under the 2016 Plan was automatically increased by 2,388,917 shares, representing 4 % of the total number of shares of common stock outstanding on December 31, 2021, increasing the number of shares of common stock available for issuance under the 2016 Plan as of that date to 2,771,705 shares. As a result of the adoption of the 2016 Plan, no further grants may be made under the Company’s 2011 Stock Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the grant of share-based awards to employees, directors and consultants of the Company. At December 31, 2021, options to purchase 366,845 shares of the Company’s common stock were outstanding under the 2011 Plan at a weighted average exercise price of $ 2.94 per share. The Company has granted stock option awards to employees, directors and consultants. The total share-based compensation expense recognized is reflected in the statements of operations as follows (in thousands): Year Ended 2021 2020 2019 Research and development $ 1,570 $ 1,183 $ 1,379 General and administrative 1,985 1,574 2,728 Total $ 3,555 $ 2,757 $ 4,107 Share-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation . The estimated fair value of options granted is determined as of the date of grant using the Black-Scholes option pricing model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the awards. The following table sets forth the weighted average assumptions utilized in the Black-Scholes option pricing model to calculate the fair value of the underlying common stock for the years ended December 31, 2021, 2020 and 2019. Year Ended 2021 2020 2019 Expected term (years) 7.00 7.00 7.00 Expected stock price volatility 101.43 % 108.13 % 109.49 % Risk-free interest rate 0.75 % 1.52 % 2.49 % Expected dividend yield 0.00 % 0.00 % 0.00 % Expected term (in years): The Company utilized the simplified method as prescribed by ASC 718, as the Company does not have sufficient historical exercise and post-vesting termination data to provide a reasonable basis upon which to estimate the expected term of stock options granted to employees. Risk-free interest rate : The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected time to a possible liquidity event. Expected dividend yield : The Company has not paid and does not anticipate paying any dividends in the foreseeable future. Expected stock price volatility : The Company calculates expected volatility based on the historical volatility of its common stock. Forfeitures: The Company records forfeitures as they occur. The following table summarizes the activity related to stock options during the year ended December 31, 2021: Weighted Number of Average Shares Exercise Price Options outstanding at December 31, 2020 4,248,193 $ 3.95 Granted 1,794,906 3.93 Exercised ( 280,771 ) 1.38 Options outstanding at December 31, 2021 5,762,328 4.07 Options exercisable at December 31, 2020 2,355,900 4.96 Options exercisable at December 31, 2021 3,148,502 4.59 The following table provides additional information about the Company’s stock options that were outstanding and exercisable at December 31, 2021 (aggregate intrinsic values in thousands): Weighted Weighted Weighted Average Weighted Average Average Aggregate Remaining Average Aggregate Remaining Exercise Options Exercise Intrinsic Contractual Options Exercise Intrinsic Contractual Price Outstanding Price Value Life (Years) Exercisable Price Value Life (Years) $ 0.00 - $ 2.99 2,334,392 7.25 1,572,297 7.03 $ 3.00 - $ 6.99 2,776,850 7.83 933,870 5.51 $ 7.00 - $ 8.99 449,308 5.16 444,933 5.15 $ 9.00 - $ 20.84 201,778 5.76 197,402 5.75 5,762,328 $ 4.07 $ 2,469 7.32 3,148,502 $ 4.59 $ 1,880 6.23 As of December 31, 2021, the Company had $ 5.6 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 2.6 years. The weighted average fair values of all stock options granted for the years ended December 31, 2021, 2020 and 2019 was $ 3.24 per share, $ 1.97 per share and $ 1.09 per share, respectively. The intrinsic value is calculated as the difference between the fair market value and the exercise price per share of the stock options. The fair market value per share of common stock as of December 31, 2021 was $ 2.75 , which was the closing sale price of the Company’s common stock on the Nasdaq Global Market on that date. Restricted Stock Units The Company has granted restricted stock units (“RSUs”) to employees under the 2016 Plan. The shares underlying the RSU awards have vesting terms of four years from the date of grant, subject to the employees’ continuous service and subject to accelerated vesting in specified circumstances. The fair value of the RSUs granted is measured based on the market value of the Company’s common stock on the date of grant and is recognized ratably over the requisite service period, which is generally the vesting period of the awards. The total share-based compensation expense related to RSUs is reflected in the statements of operations as follows (in thousands): Year Ended 2021 2020 2019 Research and development $ 723 $ 375 $ 177 General and administrative 715 427 306 Total $ 1,438 $ 802 $ 483 The following table summarizes the activity related to RSUs during the year ended December 31, 2021: Weighted Average Number of Grant Date Shares Fair Value Non-vested RSUs outstanding at December 31, 2020 767,271 $ 1.78 Granted 965,344 4.01 Vested ( 415,268 ) 1.27 Non-vested RSUs outstanding at December 31, 2021 1,317,347 3.58 As of December 31, 2021, the Company had $ 3.5 million of unrecognized compensation expense related to the RSUs, which amount is expected to be recognized over a weighted average period of 2.9 years. Employee Stock Purchase Plan In January 2016, the Company’s board of directors adopted and approved the Clearside Biomedical, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP”) which became effective on June 1, 2016. The 2016 ESPP permits employees to purchase shares of the Company’s common stock through payroll deductions up to 15 % of their earnings. The number of shares reserved for issuance under the 2016 ESPP will automatically increase on January 1 of each year, through January 1, 2026, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 454,545 shares of common stock or (iii) a lesser number of shares as may be determined by the Company’s board of directors . The Company’s board of directors elected not to increase the shares reserved for issuance on January 1, 2022. The number of shares of common stock available for issuance under the 2016 ESPP as of December 31, 2021 was 505,491 shares. The 2016 ESPP is considered a compensatory plan and the fair value of the discount and the look-back period are estimated using the Black-Scholes option pricing model and expense is recognized over the six-month withholding period prior to the purchase date. During the years ended December 31, 2021, 2020 and 2019, the Company issued 65,481 , 35,359 and 52,476 shares, respectively, of common stock purchased under the 2016 ESPP. The share-based compensation expense recognized for the 2016 ESPP is reflected in the statements of operations and comprehensive loss as follows (in thousands): Year Ended 2021 2020 2019 Research and development $ 41 $ 19 $ 11 General and administrative 20 22 9 Total $ 61 $ 41 $ 20 |