Stock-Based Compensation | Stock-Based Compensation 2012 Stock Plan and 2018 Incentive Award Plan In June 2012 and September 2018, the Company’s Board of Directors adopted and its stockholders approved the Company’s 2012 Stock Plan, or as amended and restated, the 2012 Plan, and the Company’s 2018 Incentive Award Plan, or the 2018 Plan, respectively, under which the Company may grant cash and equity incentive awards such as stock options, restricted shares, stock units and stock appreciation rights to its employees and non-employees. Stock options granted may be either incentive stock options or nonstatutory stock options. Shares issued under the 2018 Plan may be authorized but unissued shares, or shares purchased in the open market or treasury shares. Upon effectiveness of the 2018 Plan in connection with the IPO in October 2018, the 2012 Plan was terminated and 508,847 shares reserved under the 2012 Plan were forfeited. Any outstanding awards granted under the 2012 Plan remain outstanding, subject to the terms of the 2012 Plan and applicable award agreement, and further cancellation of awards granted under the 2012 Plan are not available for grant in the future. No further grants will be made under the 2012 Plan. Stock Option Activity A summary of the Company’s stock option activity under the 2012 Plan and the 2018 Plan and related information is as follows: Options Outstanding Shares Shares Subject to Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of January 1, 2019 3,556,507 7,588,405 $ 4.58 8.3 $ 250,495 Granted (324,579) 324,579 88.18 Exercised — (2,999,419) 3.87 Canceled 12,636 (418,676) 6.64 Restricted stock units granted (567,425) — Restricted stock units canceled 49,086 — Balance as of December 31, 2019 2,726,225 4,494,889 10.90 7.7 306,392 2018 Plan annual increase (1) 3,689,000 — Granted (127,590) 127,590 81.78 Exercised — (1,446,843) 6.59 Canceled 20,370 (74,455) 12.13 Restricted stock units granted (823,454) — Restricted stock units canceled 103,742 — Market-based restricted stock units granted (3,391,148) — Performance-based restricted stock units granted (377,922) — Balance as of December 31, 2020 1,819,223 3,101,181 15.80 6.9 350,670 2018 Plan annual increase (1) 3,689,000 — Granted (345,774) 345,774 119.82 Exercised — (693,074) 11.19 Canceled 65,523 (128,907) 47.51 Restricted stock units granted (873,916) — Restricted stock units canceled 315,988 — Market-based restricted stock units granted — — Market-based restricted stock units canceled 558,254 — Performance-based restricted stock units granted (52,917) — Performance-based restricted stock units canceled 56,243 — Balance as of December 31, 2021 5,231,624 2,624,974 $ 29.17 6.5 $ 193,014 Vested and Exercisable as of December 31, 2021 1,973,789 $ 11.05 5.8 $ 175,783 (1) Effective as of January 1, 2020, an additional 3,689,000 shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of an automatic annual increase provision therein. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised was $83.5 million, $120.0 million and $218.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. The weighted-average grant date fair value of options granted was $70.25, $48.99 and $52.37 per share for the years ended December 31, 2021, 2020 and 2019, respectively. Future stock-based compensation for unvested options as of December 31, 2021 was $31.7 million, which is expected to be recognized over a weighted-average period of 3.0 years. On December 31, 2020 and 2019, the Company modified one of the performance based awards issued to a nonemployee which resulted in reversal of expense of $0.7 million and $1.0 million, respectively, due to options not vested. There was no such modification in 2021. Restricted Stock Units A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units under the 2012 Plan and the 2018 Plan and related information is as follows: Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Balance as of January 1, 2019 — $ — Granted 567,425 78.61 Vested and released (22,208) 47.78 Canceled (49,086) 57.51 Balance as of December 31, 2019 496,131 82.08 Granted 823,454 96.39 Vested and released (97,188) 81.43 Canceled (103,742) 79.72 Balance as of December 31, 2020 1,118,655 92.89 Granted 873,916 123.36 Vested and released (178,030) 92.14 Canceled (315,988) 97.79 Balance as of December 31, 2021 1,498,553 $ 109.72 Future stock-based compensation for unvested restricted stock units as of December 31, 2021 was $142.8 million, which is expected to be recognized over a weighted-average period of 3.1 years. Performance-based Restricted Stock Units Since November 2020, the Compensation Committee of the Board of Directors started to approve, and the Company started to grant performance-based restricted stock units, or PSUs, under the 2018 Plan. The PSUs granted to employees consist of financial and operational metrics to be met over a performance period of 4 years and an additional service period requirement of six months after the performance metrics are met. The PSUs granted to a consultant consistent of operational metrics to be met over a performance period of 4 years. The PSUs are expected to be expensed over a period of approximately 4 years to 4.5 years subject to meeting the respective performance metrics and service requirements. As of December 31, 2021, a significant portion of these PSUs are not expected to achieve the related performance metrics, and therefore, no stock-based compensation expense was recorded for the PSUs that were not probable to vest. A summary of the Company’s performance-based restricted stock unit activity under the 2018 Plan and related information is as follows: Performance-based Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Balance as of January 1, 2020 — $ — Granted 377,922 113.40 Balance as of December 31, 2020 377,922 113.40 Granted 52,917 135.94 Canceled (56,243) 113.40 Balance as of December 31, 2021 374,596 $ 116.58 Stock-based compensation recorded for the PSUs for the year ended December 31, 2021 and 2020 was $1.3 million and $0.1 million, respectively. Future stock-based compensation for unvested PSUs that are probable to vest as of December 31, 2021 was $3.9 million, which is expected to be recognized over a weighted-average period of 3.1 years. Market-based Restricted Stock Units In May 2020, the Board of Directors approved and granted 1,695,574 market-based restricted stock units, or MSUs, under the 2018 Plan to each of the Company's Co-Chief Executive Officers, which is subject to the achievement of market-based share price goals established by the Board of Directors. The MSUs consist of three separate tranches and the vesting of each tranche is subject to the Company's common stock closing price being maintained at or above a predetermined share price goal for a period of 30 consecutive calendar days. The share price goal can be met any time during the seven-year performance period from the date of grant. Upon vesting, the MSUs must be held for a period of six Tranche Price Goal Number of RSUs Tranche 1 $120 per share 565,192 Tranche 2 $150 per share 565,191 Tranche 3 $200 per share 565,191 The grant date fair values of the MSUs were determined using a Monte Carlo valuation model for each tranche. The related stock-based compensation expense for each tranche is recognized based on an accelerated attribution method over the estimated derived service period. If the related share price goal is achieved earlier than its expected derived service period, the stock-based compensation expense will be recognized as a cumulative catch-up expense from the grant date to that point in time in achieving the share price goal. The derived service period is the median duration of the successful stock price paths to meet the price goal for each tranche as simulated in the Monte Carlo valuation model. The Monte Carlo valuation model uses assumptions such as volatility, risk-free interest rate, cost of equity and dividend estimated for the performance period of the MSU. The weighted-average grant date fair value of the MSUs was $67.00 and the weighted-average derived service period was estimated to be in the range of 0.83 – 2.07 years. On January 1, 2021, Tranche 1 of the MSUs became vested because it has met both service requirement and market-based performance metrics as the predetermined share price goal of $120 per share was achieved for a period of 30 consecutive calendar days. A summary of the Company’s market-based restricted stock unit activity under the 2018 Plan and related information is as follows: Market-based Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Balance as of January 1, 2020 — $ — Granted 3,391,148 67.00 Balance as of December 31, 2020 3,391,148 67.00 Vested and released (572,130) 70.58 Canceled (1) (558,254) 70.58 Balance as of December 31, 2021 2,260,764 $ 65.20 (1) Represented shares withheld by the Company for MSU holders' tax obligation upon release of vested MSUs. Stock-based compensation recorded for the MSUs for the year ended December 31, 2021 and 2020 was $99.2 million and $111.9 million, respectively, and is recorded in general and administrative expenses in our consolidated statement of operations. Future stock-based compensation for unvested MSUs as of December 31, 2021 was $16.1 million, which is expected to be recognized over a weighted-average period of 0.5 years. In the event of a change in control, a qualifying termination, death, disability or the share price goal occurring earlier than the estimated derived service period, the stock-based compensation relating to these MSUs could be accelerated. Any MSUs that remain unvested at the end of the 7-year performance period will automatically be forfeited and terminated without further consideration. AMEA 2020 Equity Incentive Plan In August 2020, the board of directors of the Joint Venture approved its 2020 Equity Incentive Plan, or the AMEA 2020 Plan, under which the Joint Venture may grant equity incentive awards such as stock options, restricted stock, restricted stock units, stock appreciation rights and cash-based awards to its employees and non-employees. Stock options granted may be either incentive stock options or nonstatutory stock options. Incentive stock options may be granted only to employees of the Joint Venture or its affiliates. Nonstatutory stock options may be granted to employees, directors and non-employee consultants. Stock options may be granted at an exercise price of not less than the fair market value of the Joint Venture's common stock on the date of grant, determined by the board of directors of the Joint Venture. Options generally vest over 4 years and expire as determined by the board of directors of the Joint Venture, provided that the term of options may not exceed 10 years from the date of grant. For individuals holding more than 10% of the total combined voting power of all classes of stock of the Joint Venture, the exercise price of an option will not be less than 110% of the fair market value of the Joint Venture's common stock on the date of grant, and the term of the option will not exceed 5 years. A total of 4,595,555 shares of the Joint Venture's Class B common stock are initially reserved for issuance under the AMEA 2020 Plan, and the number of shares may be increased in accordance with the terms of the AMEA 2020 Plan. A summary of the Joint Venture's stock option activity under the AMEA 2020 Plan and related information is as follows: Options Outstanding Shares Shares Subject to Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of January 1, 2020 — — $ — 0.0 $ — Shares authorized 4,595,555 — — Granted (4,062,224) 4,062,224 0.58 Canceled 8,889 (8,889) — Balance as of December 31, 2020 542,220 4,053,335 0.58 9.6 — Granted (826,667) 826,667 0.58 Exercised — (602,408) 0.58 Canceled 625,375 (625,375) 0.58 Balance as of December 31, 2021 340,928 3,652,219 $ 0.58 8.8 $ — Vested and Exercisable as of December 31, 2021 2,148,474 $ 0.58 8.6 $ — The weighted-average grant date fair value of options granted was $0.33 and $0.33 per share for the years ended December 31, 2021 and 2020, respectively. Future stock-based compensation for unvested options as of December 31, 2021 was $0.4 million, which is expected to be recognized over a weighted-average period of 2.5 years. Stock‑Based Compensation Expense The following table presents the effect of employee and non‑employee related stock‑based compensation expense including the Joint Venture: Year Ended December 31, 2021 2020 2019 (in thousands) Cost of precision oncology testing $ 3,468 $ 1,839 $ 863 Research and development expense 18,907 10,024 5,907 Sales and marketing expense 15,479 9,279 4,716 General and administrative expense 113,595 122,971 5,468 Total stock-based compensation expense $ 151,449 $ 144,113 $ 16,954 Valuation of Stock Options Starting January 1, 2019, the Company adopted ASU 2018-07 which aligns the accounting treatment of nonemployee awards with employee awards, and the fair value of stock options issued to employees and nonemployee consultants are both determined as of the grant date. The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions including the Joint Venture: Year Ended December 31, 2021 2020 2019 Expected term (in years) 5.49 – 6.06 5.50 – 6.10 5.50 – 6.22 Expected volatility 63.6% – 66.7% 63.6% – 73.3% 63.2% – 68.7% Risk-free interest rate 0.3% – 1.3% 0.3% – 1.6% 1.6% – 2.7% Expected dividend yield —% —% —% The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of common stock of the Company and the Joint Venture, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows: Fair Value of Common Stock The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the Nasdaq Global Select Market. The grant date fair value of the Joint Venture's common stock has been determined by the board of directors of the Joint Venture. The grant date fair value of the Joint Venture’s common stock was determined using valuation methodologies which utilize certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability. In determining the fair value of the Joint Venture’s common stock, the methodologies used to estimate the enterprise value of the Joint Venture were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Expected Term The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Expected Volatility Prior to the commencement of trading of the Company’s common stock on the Nasdaq Global Select Market on October 4, 2018 in connection with the IPO, there was no active trading market for the Company’s common stock. Due to limited historical data for the trading of the Company’s common stock, expected volatility is estimated based on the average volatility for comparable publicly traded peer group companies in the same industry plus the Company's expected volatility for the available periods. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty. The Joint Venture derived the expected volatility from the average historical volatility over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends as the Joint Venture does not have any trading history for its common stock. The Joint Venture will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-Free Interest Rate The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options. Expected Dividend Yield The Company and the Joint Venture does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero. Valuation of MSUs The estimated fair value of the MSUs was determined using a Monte Carlo simulation model. The valuation assumptions used were substantially consistent with the assumption used to value stock options with the exception of the following: Expected Volatility Due to limited historical data for the trading of the Company’s common stock, expected volatility is estimated based on the average volatility for comparable publicly traded peer group companies and implied volatility of publicly traded options in the same industry plus the Company's expected volatility for the available periods. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty. Expected Term The expected term represents the derived service period for the respective tranches which has been estimated using the Monte Carlo simulation model. Risky Rate The risky rate represents the Company's cost of equity. Discount for Lack of Marketability The discount for lack of marketability represents the discount applied for post vest term restrictions and has been derived using the Monte Carlo simulation model. The following assumptions were used to calculate the stock-based compensation for MSUs: a weighted-average expected term of 0.83 – 2.07 years; expected volatility of 65.5%; a risk-free interest rate of 0.53%; a zero dividend yield; a risky rate (cost of equity) of 16%; and a discount for post-vesting restrictions of 10.4% – 14.5%. 2018 Employee Stock Purchase Plan In September 2018, the Company’s Board of Directors adopted and its stockholders approved the 2018 Employee Stock Purchase Plan, or the ESPP. A total of 922,250 shares of common stock were initially reserved for issuance under the ESPP. Effective as of January 1, 2020, an additional 942,614 shares of common stock became available for issuance under the ESPP, as a result of the operation of an automatic annual increase provision therein. Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to 10% 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 initial offering period ran from October 2, 2018 to January 31, 2019, the second offering period ran from February 1, 2019 to July 31, 2019, and the third offering period began on August 1, 2019 and ran to November 14, 2019. For subsequent years, the ESPP provides for separate six-month offering periods beginning on May 15 and November 15 of each year. Shares of common stock purchased under the ESPP were 110,227, 96,040 and 232,333, for the years ended December 31, 2021, 2020 and 2019, respectively. The total compensation expense related to the ESPP was $3.5 million, $3.0 million and $2.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The fair value of the stock purchase right granted under the ESPP was estimated on the first day of each offering period using the Black-Scholes option pricing model. The valuation assumptions used were substantially consistent with the assumption used to value stock options with the exception of the expected term which was based on the term of each purchase period. The grant date fair value of the stock purchase right granted under the ESPP was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 0.50 0.50 0.29 – 0.50 Expected volatility 46.5% – 50.8% 45.7% – 73.2% 58.8% – 60.3% Risk-free interest rate —% – 0.1% 0.1% – 0.2% 1.6% – 2.5% Expected dividend yield —% —% —% As of December 31, 2021, the unrecognized stock-based compensation expense related to the ESPP was $1.6 million , which is expected to be recognized over the remaining term of the offering period of 0.4 years. |