Stock-Based Compensation | 9. Stock-Based Compensation Total stock-based compensation expense recognized is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 19,872 $ 11,583 $ 5,351 General and administrative 30,970 21,863 10,413 Total $ 50,842 $ 33,446 $ 15,764 No income tax benefits for stock-based compensation expense have been recognized for the years ended December 31, 2021, 2020 and 2019 as a result of the Company’s full valuation allowance applied to net deferred tax assets and net operating loss carryforwards. Equity Incentive Plans In July 2018, the Board of Directors adopted the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units (“RSUs”), stock appreciation rights, performance-based awards ("PSUs") and other stock-based awards. The number of shares of common stock that may be issued under the 2018 Plan will automatically increase on each January 1, beginning with the fiscal year ending December 31, 2019, equal to the least of (i) 5,000,000 shares, (ii) 5 % of the outstanding shares of common stock as of the last day of the preceding fiscal year and (iii) such other amount as the Board of Directors may determine. Stock options and RSUs granted under the 2018 Plan generally vest over four years and expire no more than 10 years from the date of grant. Following the IPO and upon the effectiveness of the 2018 Plan, the Company’s 2012 Equity Incentive Plan, as amended, (the “2012 Plan”), terminated and no further awards will be granted thereunder. All outstanding awards under the 2012 Plan will continue to be governed by their existing terms. Any shares subject to awards granted under the 2012 Plan that, on or after the termination of the 2012 Plan, expire or terminate and shares previously issued pursuant to awards granted under the 2012 Plan that, on or after the termination of the 2012 Plan, are forfeited or repurchased by the Company will be transferred into the 2018 Plan. As of December 31, 2021, the maximum number of shares that may be added to the 2018 Plan pursuant to the preceding clause is 3,587,158 shares. Prior to its termination, the 2012 Plan provided for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants. Stock options granted under the 2012 Plan generally vest over four years and expire no more than 10 years from the date of grant. As of December 31, 2021, the number of shares available for issuance under the 2018 Plan was 7,040,500 . Stock Options Stock option activity under the 2018 Plan and the 2012 Plan during the year ended December 31, 2021 is summarized as follows (in thousands, except per share data): Weighted- Weighted- Average Average Aggregate Options Exercise Remaining Intrinsic Outstanding Price Years Value Balance at December 31, 2020 6,616 $ 15.53 7.1 $ 823,532 Authorized — Granted 375 $ 94.89 Exercised ( 1,228 ) $ 6.92 Forfeited ( 233 ) $ 46.54 Balance at December 31, 2021 5,530 $ 21.51 6.3 $ 25,750 Options exercisable 4,625 $ 13.12 5.9 $ 25,251 Options vested and expected to vest 5,514 $ 21.34 6.3 $ 25,749 The following weighted-average assumptions were used to calculate the fair value of stock options granted during the periods indicated: Year Ended December 31, 2021 2020 2019 Risk-free interest rate 1.01 % 0.50 % 1.91 % Expected volatility 70.40 % 70.78 % 67.22 % Expected dividend yield — — — Expected term (in years) 6.00 5.95 6.01 The weighted-average fair value of options granted during the years ended December 31, 2021, 2020 and 2019 was $ 59.00 , $ 51.59 and $ 28.66 per share, respectively. The aggregate fair value of stock options that vested during the years ended December 31, 2021, 2020 and 2019 was $ 17.1 million, $ 18.0 million and $ 12.6 million, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. Following the IPO, the aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the year in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 109.2 million, $ 62.2 million and $ 55.8 million, respectively. As of December 31, 2021, total unrecognized stock-based compensation expense relating to unvested stock options was $ 30.6 million. This amount is expected to be recognized over a weighted-average period of 2.6 years. Restricted Stock Awards The 2012 Plan allows for the issuance of restricted common stock and early exercise of unvested stock options in exchange for restricted common stock. Unvested shares of restricted common stock are subject to repurchase by the Company at the original issuance price in the event of the employee’s termination, either voluntarily or involuntarily. Consideration received for unvested stock-based awards is initially recorded as a liability and subsequently reclassified into stockholders’ deficit as the related awards vest. There were no unvested shares of restricted common stock at December 31, 2021 and 2020. The fair value of restricted common stock that vested during the years ended December 31, 2021, 2020 and 2019 was $ 0 , $ 0 and $ 20,000 , respectively. Time-based Restricted Stock Units Each time-based restricted stock unit (“RSU”) represents one equivalent share of our common stock to be awarded after satisfying the applicable continued service-based vesting criteria over a specified period. The fair value for these RSUs is based on the closing price of our common stock on the date of grant. The RSUs do not entitle participants to the rights of holders of common stock, such as voting rights, until the shares are issued. RSUs that are expected to vest are net of estimated future forfeitures. RSU activity under the 2018 Plan is summarized as follows (in thousands, except per share data): Weighted- Average Number Grant Date of Shares Fair Value Balance at December 31, 2020 1,161 $ 102.24 Granted 833 $ 84.80 Vested ( 285 ) $ 100.11 Forfeited ( 203 ) $ 101.12 Balance at December 31, 2021 1,506 $ 93.14 The weighted-average fair value of RSUs granted during the year ended December 31, 2021, 2020 and 2019 was $ 84.80 , $ 106.56 and $ 93.67 , respectively. As of December 31, 2021, total unrecognized stock-based compensation expense relating to unvested RSUs was $ 130.0 million and the weighted-average remaining vesting period was 3.2 years. The aggregate intrinsic value of RSUs is calculated as the closing price per share of the Company’s common stock on the last trading day of the fiscal period, multiplied by the number of RSUs expected to vest as of December 31, 2021. As of December 31, 2021, the aggregate intrinsic value of RSUs was $ 14.7 million. Performance-based Restricted Stock Units During the year ended December 31, 2021, the Compensation Committee of the Board of Directors approved awards of restricted stock units with performance-based vesting (“PSUs”) from the 2018 Plan to certain executive officers. Each PSU represents one equivalent share of our common stock to be awarded upon vesting at the end of the performance periods, if specific performance goals set by the Compensation Committee of the Board of Directors are achieved. No PSUs will vest if the performance goals are not met. The fair value of these PSUs is based on the closing price of our common stock on the date of grant. The Company assesses the probability of achieving the performance goals on a quarterly basis. Changes in our assessment of the probability results in adjustments to stock-based compensation, which may include either a cumulative catch-up of expense or a reduction of expense depending on whether the likelihood of vesting has increased or decreased, that is recognized in the period such determination is made. The PSUs do not entitle participants to the rights of holders of common stock, such as voting rights, until the shares are issued. PSUs that are expected to vest are net of estimated future forfeitures. The following table summarizes the PSUs activity for the year ended December 31, 2021 (in thousands, except per share data): Weighted- Average Number Grant Date of Shares Fair Value Balance at December 31, 2020 — $ — Granted 113 $ 79.60 Balance at December 31, 2021 113 $ 76.60 The Company did no t grant any stock options or awards with performance-based or market-based vesting conditions during the years ended December 31, 2020 and 2019. As of December 31, 2021, the vesting of the PSUs was not deemed probable. Accordingly, no stock-based compensation expense related to these awards has been recognized during the year ended December 31, 2021. As of December 31, 2021, total unrecognized compensation expense relating to PSUs was $ 9.0 million over a weighted-averag e period of 2.2 years and the aggregate intrinsic value of PSUs was $ 1.1 million. Employee Stock Purchase Plan In July 2018, the Company’s Board of Directors and stockholders approved the 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The number of shares of common stock that may be issued under the 2018 ESPP shall automatically increase on each January 1, beginning with the fiscal year ending December 31, 2019, equal to the least of (i) 1,000,000 shares, (ii) 1 % of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year and (iii) such other amount determined by the 2018 ESPP administrator. As of December 31, 2021, the number of shares available for issuance under the 2018 ESPP was 1,765,958 . Under the 2018 ESPP, employees may purchase shares of the Company’s common stock at a price per share equal to 85 % of the lower of the fair market value of the common stock on the first trading day of the offering period or on the exercise date. The 2018 ESPP provides for consecutive, overlapping 24 -month offering periods, each of which will include purchase periods. The first offering period commenced on July 18, 2018 . During the year ended December 31, 2021, 2020 and 2019, stock-based compensation related to the 2018 ESPP was $ 1.2 million, $ 0.9 million and $ 0.7 million, respectively. The following weighted-average assumptions were used to calculate the fair value of ESPP shares during the periods indicated: Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.11 % 0.58 % 2.37 % Expected volatility 68.40 % 61.80 % 64.26 % Expected dividend yield — — — Expected term (in years) 1.20 1.20 1.22 As of December 31, 2021, total unrecognized compensation expense relating to shares to be purchased under the 2018 ESPP was $ 1.5 million over a weighted-average period of 1.3 years. |