Share-Based Compensation | 10. 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 Company reserved 1,818,182 shares of common stock for issuance under the 2016 Plan. 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, for a period of ten years, from January 1, 2017 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, 2016, under the 2016 Plan, options to purchase 1,035,200 shares of the Company’s common stock were outstanding at a weighted average price of $9.72 per share and 782,982 shares remained available for future grant. As of January 1, 2017, the number of shares of common stock that may be issued under the 2016 Plan was automatically increased by 982,921 shares, representing 4% of the total number of shares of common stock outstanding on January 1, 2017, increasing the number of shares of common stock available for issuance under the 2016 Plan to 1,765,903 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, 2016, options to purchase 1,191,139 shares of the Company’s common stock were outstanding under the 2011 Plan at a weighted average exercise price of $2.32 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 December 31, 2016 2015 2014 Research and development $ 539 $ 327 $ 218 General and administrative 775 378 209 Total $ 1,314 $ 705 $ 427 Share-based compensation is accounted for in accordance with the provisions of ASC 718, Compensation-Stock Compensation The following table sets forth the weighted average assumptions utilized in the fair value calculation for the underlying common stock for the years ended December 31, 2016, 2015 and 2014. Year Ended December 31, 2016 2015 2014 Expected term (years) 7.00 7.00 7.00 Expected stock price volatility 97.45 % 86.63 % 85.64 % Risk-free interest rate 2.20 % 2.09 % 1.99 % Expected dividend yield 0.00 % 0.00 % 0.00 % Expected term (in years): The Company utilized the guidance set forth in ASC 718 to determine the expected term of options. 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 volatility assumption is based on the historical volatilities of the stock of several public entities that are similar to the Company, as the Company does not have sufficient historical transactions in its own shares on which to base expected volatility. A similar peer group of companies was utilized for 2016 and 2015. Forfeitures. Forfeitures are estimated such that the Company only recognizes expense for the shares expected to vest, and adjustments are made if actual forfeitures differ from those estimates. The Company has estimated its forfeiture rate to be zero for the periods presented and any expense true-ups for terminated employees have been immaterial. The following table summarizes the activity related to stock options during the year ended December 31, 2016: Weighted Number of Average Shares Exercise Price Options outstanding at January 1, 2016 1,261,638 $ 2.41 Granted 1,052,436 9.70 Exercised (10,724 ) 2.84 Cancelled/Forfeited (59,775 ) 4.02 Options outstanding at December 31, 2016 2,243,575 5.78 Options exercisable at December 31, 2015 500,797 0.92 Options exercisable at December 31, 2016 789,120 1.55 The following table provides additional information about the Company’s stock options that were outstanding and exercisable at December 31, 2016 (aggregate intrinsic values in thousands): Weighted Weighted Average Weighted Average Aggregate Remaining Average Aggregate Exercise Options Exercise Intrinsic Contractual Options Exercise Intrinsic Price Outstanding Price Value Life (Years) Exercisable Price Value $0.02 - $0.40 604,897 6.4 538,368 $3.08 - $6.49 706,242 8.5 245,486 $7.14 - $8.90 829,936 9.9 5,266 $20.16 - $20.84 102,500 10.0 — 2,243,575 $ 5.78 $ 7,086 789,120 $ 1.55 $ 5,830 As of December 31, 2016, the Company had $9.9 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 1.9 years. The intrinsic value is calculated as the difference between the estimated fair market value and the exercise price per share of the stock options. The estimated fair market value per share of common stock as of December 31, 2016 was $8.94 which was the closing sale price of the Company’s common stock on the Nasdaq Global Market on that date. 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 Company reserved 181,818 shares of common stock for issuance under the 2016 ESPP. Additionally, the number of shares reserved for issuance under the 2016 ESPP will automatically increase for a period of ten years, from January 1, 2017 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. As of January 1, 2017, the number of shares of common stock that may be issued under the 2016 ESPP was automatically increased by 245,730 shares, representing 1% of the total number of shares of common stock outstanding on January 1, 2017, increasing the number of shares of common stock available for issuance under the 2016 ESPP to 427,548 shares. The first offering period for the 2016 ESPP commenced on January 1, 2017. |