Stock-Based Compensation | 7. Stock-Based Compensation Equity Plans On July 2, 2014, the stockholders of the Company approved the 2014 Stock Option and Incentive Plan (the “2014 Plan”), which became effective immediately prior to the completion of the Company’s IPO. The 2014 Plan provides for the grant of restricted stock awards, restricted stock units, incentive stock options and non-statutory stock options. The 2014 Plan replaced the Company’s 2011 Stock Option and Grant Plan (the “2011 Plan”). The Company no longer grants stock options or other awards under its 2011 Plan, but any stock options outstanding under the 2011 Plan remain outstanding and effective in accordance with their terms. The 2014 Plan provides for an annual increase, to be added on the first day of each year, by up to 4% of the Company’s outstanding shares of common stock as of the last day of the prior year. On January 1, 2023, 2,380,365 shares of common stock, representing 4 % of the Company’s outstanding shares of common stock as of December 31, 2022, were added to the 2014 Plan. On December 15, 2016, the Board of Directors of the Company (the “Board”) approved the 2016 Inducement Equity Plan (as amended and restated, the “2016 Plan”). The 2016 Plan provides for the grant of equity awards to individuals who have not previously been an employee or a non-employee director of the Company to induce them to accept employment and to provide them with a proprietary interest in the Company. On September 20, 2018, the Board amended the 2016 Plan to increase the total number of shares reserved for issuance by 1,200,000 shares. Terms of equity grants, including vesting requirements, are determined by the Board or the Compensation Committee of the Board, subject to the provisions of the applicable plan. Stock options granted by the Company that are not performance-based are considered time-based because they vest based on the continued service of the grantee with the Company during a specified period following grant. These awards, when granted to employees, generally vest ratably over four years , with 25 % vesting at the one-year anniversary. All stock option awards expire 10 years after the date of grant. As of June 30, 2023, the total number of shares underlying outstanding awards under all equity plans was 10,907,261 and the total number of shares available for future issuance under all equity plans was 7,968,438 shares. On June 16, 2022, the Company’s stockholders approved an amendment to the amended 2014 Employee Stock Purchase Plan (the “ESPP”), which had been previously approved by the Board, to add 300,000 shares of common stock to the ESPP. On June 15, 2023, the Company’s stockholders approved another amendment to the ESPP, which had been previously approved by the Board, to add an additional 500,000 shares of common stock to the ESPP. As amended, a total of 1,082,000 shares of common stock have been authorized for issuance under the ESPP. Restricted Stock Units The following table summarizes activity relating to time-based restricted stock units and performance restricted stock units: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 1,415,481 $ 48.73 Granted 1,192,938 $ 42.93 Vested ( 153,067 ) $ 65.04 Forfeited ( 50,016 ) $ 46.64 Outstanding as of June 30, 2023 2,405,336 $ 44.86 Time-based restricted stock units During the year ended December 31, 2021, the Company granted 268,119 time-based restricted stock units to certain employees of the Company that vest over four years . In September 2022, 25 % vested on the one-year anniversary of the vesting start date and the remaining 75 % vest ratably in quarterly increments over the remaining three years . During the three and six months ended June 30, 2023, 14,083 and 28,577 , respectively, of these time-based restricted stock units vested, with a fair value of $ 0.7 million and $ 1.3 million, respectively, on the dates of vesting. During the year ended December 31, 2020, the Company granted 550,890 time-based restricted stock units to certain employees of the Company. These time-based restricted stock units vested over two years , with 25 % vesting at the one-year anniversary of the grant date and 75 % vesting at the two-year anniversary of the grant date, which were in April 2021 and April 2022 , respectively. During the year ended December 31, 2021, 113,941 of these time-based restricted stock units vested, with a fair value on the date of vesting equal to $ 8.8 million. During the three months ended June 30, 2022, 291,505 of these time-based restricted stock units vested, with a fair value on the date of vesting equal to $ 9.5 million . During the three months ended March 31, 2022, no time-based restricted stock units vested. During the three months ended March 31, 2023, the Company granted 330,617 time-based restricted stock units to certain employees and consultants of the Company. These time-based restricted stock units vest over four years , with 25 % vesting at the one-year anniversary of the vesting start date and the remaining 75 % vesting in equal installments on each anniversary of the vesting start date for the following three years . During the three months ended June 30, 2023, the Company granted no time-based restricted stock units. During the six months ended June 30, 2022, the Company granted no time-based restricted stock units. As of June 30, 2023, 445,421 time-based restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to these awards was $ 18.6 million. Performance restricted stock units During the three months ended June 30, 2023 and 2022, the Company granted 39,603 and 96,365 performance restricted stock units, respectively, to its employees and consultants. The majority of the performance restricted stock units granted during the three months ended June 30, 2023 and 2022 vest upon the achievement of certain clinical and regulatory development milestones related to product candidates and certain commercial milestones. During the six months ended June 30, 2023 and 2022, the Company granted 862,321 and 511,930 performance restricted stock units, respectively, to its employees and consultants. The majority of the performance restricted stock units granted during the six months ended June 30, 2023 and 2022 vest upon the achievement of certain clinical and regulatory development milestones related to product candidates and certain commercial milestones. Certain performance restricted stock units granted during the three months ended March 31, 2023 vest upon the Company reaching specified measures of total stockholder return. Recognition of stock-based compensation expense associated with performance restricted stock units, except for those with milestones that are measures of total stockholder return, commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. Recognition of stock-based compensation associated with performance restricted stock units with milestones that are measures of total stockholder return commences on the grant date and is recorded independently of the vesting outcomes of the grants. As of June 30, 2023 and 2022, for performance restricted stock units that were outstanding, except for those with milestones that are measures of total stockholder return, the achievement of the milestones that had not been met was considered not probable, and therefore no expense has been recognized related to these awards during the six months ended June 30, 2023 and 2022, respectively. During the three months ended March 31, 2023, one milestone for outstanding performance restricted stock units was achieved. The fair value of the performance restricted stock units that vested upon achievement was $ 5.5 million and the Company recognized stock-based compensation expense related to this milestone of $ 8.5 million. 27 % of the performance restricted stock units that were granted during the year ended December 31, 2021 included this milestone as a vesting condition. No performance restricted stock units vested during the six months ended June 30, 2022. As of June 30, 2023, 1,959,915 performance restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to these awards was $ 88.6 million. Stock Option Rollforward The following table summarizes activity related to time-based and performance-based stock options: Shares Weighted Weighted Average Aggregate Outstanding as of December 31, 2022 7,788,350 $ 77.95 6.36 $ 7,275 Granted 881,254 $ 46.03 Exercised ( 65,940 ) $ 16.58 Forfeited ( 101,739 ) $ 86.24 Outstanding as of June 30, 2023 8,501,925 $ 75.02 6.27 $ 25,890 Exercisable as of June 30, 2023 5,568,114 $ 83.45 5.09 $ 17,901 As of June 30, 2023, the Company had unrecognized stock-based compensation expense related to its outstanding and unvested time-based stock option awards of $ 65.9 million, which is expected to be recognized over the remaining weighted average vesting period of 2.96 years. The intrinsic value of stock options exercised during the six months ended June 30, 2023 and 2022 was $ 1.9 million and $ 4.2 million, respectively. Performance-Based Stock Options Recognition of stock-based compensation expense associated with performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. As of June 30, 2023 and 2022 , for performance-based stock option grants that were outstanding, the achievement of the milestones that had not been met was considered not probable, and therefore no expense has been recognized related to these awards during the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023 and 2022 , the Company granted no stock options to purchase shares of common stock that contain performance-based vesting criteria. During the six months ended June 30, 2023 and 2022 , no milestones were achieved under performance-based stock options. As of June 30, 2023, 650,000 performance-based stock options were both outstanding and unvested, the total unrecognized stock-based compensation expense related to these awards was $ 9.0 million and the timing of recognition of this stock-based compensation expense is subject to judgment of the Company as to when the performance conditions are considered probable of being achieved. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense recognized during the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Research and development $ 4,496 $ 6,458 $ 13,269 $ 15,073 Selling, general and administrative 7,197 8,178 18,462 18,116 $ 11,693 $ 14,636 $ 31,731 $ 33,189 The following table summarizes stock-based compensation expense by award type recognized during the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Stock options $ 9,663 $ 13,202 $ 19,678 $ 28,667 Restricted stock units 1,618 1,450 11,171 4,253 Employee stock purchase plan 412 ( 16 ) 882 269 $ 11,693 $ 14,636 $ 31,731 $ 33,189 For stock option awards, the fair value is estimated at the grant date using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which stock options are granted. The fair value of the stock options is amortized on a straight-line basis for stock option awards to employees, non-employee directors and non-employee consultants over the requisite service period of the awards. The weighted average grant date fair value per share of stock options granted under the Company’s stock option plans during the six months ended June 30, 2023 and 2022 was $ 30.41 and $ 26.32 , respectively. |