Stock-Based Compensation | 9. 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 fiscal 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 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 through December 31, 2023. Stock option awards generally expire 10 years after the date of grant. As of December 31, 2023, the total number of shares underlying outstanding awards under all equity plans was 11,206,435 and the total number of shares available for future issuance under all equity plans was 7,407,863 shares. 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 2,639,729 $ 30.38 Vested ( 326,530 ) $ 51.06 Forfeited ( 640,286 ) $ 41.63 Outstanding as of December 31, 2023 3,088,394 $ 34.27 Time-based restricted stock units During the years ended December 31, 2023, 2022 and 2021 there were 51,851 , 366,014 , and 113,941 time-based restricted stock units that vested, respectively. The fair value on the date of vesting for the years ended December 31, 2023, 2022 and 2021 was $ 1.8 million, $ 12.4 million, and $ 8.8 million, respectively. At December 31, 2023, 1,662,363 time-based restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to these awards was $ 40.2 million, which is expected to be recognized over the remaining weighted average vesting period of 1.71 years. Performance restricted stock units During the year ended December 31, 2021, the Company granted 531,176 performance restricted stock units to employees of the Company. These performance restricted stock units are related to the achievement of certain clinical and regulatory development milestones related to product candidates and commercial milestones. During the year ended December 31, 2022, the Company granted 705,380 performance restricted stock units to its employees and consultants. The majority of these performance restricted stock units vest upon the achievement of certain clinical and regulatory development milestones related to product candidates and commercial milestones. During the year ended December 31, 2023, the Company granted 905,012 performance restricted stock units to its employees and consultants. The majority of these performance restricted stock units vest upon the achievement of certain clinical and regulatory development milestones related to product candidates and commercial milestones. Certain performance restricted stock units 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 December 31, 2023, 2022 and 2021, for performance restricted stock units that were outstanding, and other than performance restricted stock units for which vesting is tied to 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 in the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2023, the Company recorded $ 0.7 million of stock-based compensation expense related to performance restricted stock units for which vesting is tied to total stockholder return. During the year ended December 31, 2021, two milestones for outstanding performance restricted stock units were achieved. The total fair value of the performance restricted stock units that vested upon achievement of these milestones was $ 9.5 million, and the Company recognized stock-based compensation expense related the vesting of these performance restricted stock units of $ 16.6 million. No performance restricted stock units vested during the year ended December 31, 2022. During the year ended December 31, 2023, three vesting milestones for outstanding performance restricted stock units were achieved. The total fair value of the performance restricted stock units that vested upon achievement of these milestones was $ 9.6 million, and the Company recognized stock-based compensation expense related to the vesting of these performance restricted stock units of $ 14.3 million. At December 31, 2023, 1,426,031 performance restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to these awards was $ 65.8 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 964,253 $ 44.58 Exercised ( 65,940 ) $ 16.58 Forfeited ( 568,622 ) $ 56.00 Outstanding as of December 31, 2023 8,118,041 $ 76.02 5.66 $ 475 Vested and expected to vest as of December 31, 2023 7,389,812 $ 76.55 5.47 $ 455 Exercisable as of December 31, 2023 6,116,989 $ 81.94 4.84 $ 403 As of December 31, 2023, the Company had unrecognized stock-based compensation expense related to its outstanding and unvested time-based stock option awards of $ 42.7 million, which is expected to be recognized over the remaining weighted average vesting period of 2.76 years. The intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 1.9 million, $ 4.4 million and $ 9.0 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 December 31, 2023, 2022 and 2021, 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 in the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2021, in connection with the hiring of its chief executive officer, the Company granted 650,000 stock options to its chief executive officer to purchase shares of common stock that contain performance-based vesting criteria, such that the shares underlying such stock options will vest upon the achievement of certain regulatory and commercial milestones. During the years ended December 31, 2023 and 2022, the Company granted no stock options to purchase shares of common stock that contain performance-based vesting criteria. During the years ended December 31, 2022, and 2021, no milestones were achieved under performance-based stock options. During the year ended December 31, 2023, one regulatory development milestone was achieved under performance-based stock options granted in connection with the hiring of its chief executive officer . Stock options with this milestone were granted during the year ended December 31, 2021. During the year ended December 31, 2023, the Company recognized stock-based compensation expense related to this milestone of $ 10.7 million. As of December 31, 2023, 455,000 performance-based stock options were both outstanding and unvested, the total unrecognized stock-based compensation expense related to these awards was $ 24.9 million before the application of the forfeiture rate 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 years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 (in thousands) Research and development $ 24,813 $ 25,888 $ 49,746 Selling, general and administrative 47,716 35,714 54,883 Restructuring 838 — — $ 73,367 $ 61,602 $ 104,629 The stock-based compensation expense of $ 0.8 million recorded for the restructuring in the year ended December 31, 2023 is the incremental amount related to modifying the exercise period for outstanding, vested stock option grants that had been granted to employees whose employment was terminated in the restructuring. The expense was recorded within the restructuring expenses on the consolidated statements of operations and comprehensive loss. The following table summarizes stock-based compensation expense by award type recognized during the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 (in thousands) Stock options $ 47,695 $ 54,971 $ 78,516 Restricted stock units 24,424 5,587 25,375 Employee stock purchase plan 1,248 1,044 738 $ 73,367 $ 61,602 $ 104,629 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. For grants with service based vesting conditions, 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 years ended December 31, 2023, 2022 and 2021 was $ 29.53 , $ 25.96 and $ 51.87 , respectively. The fair value of each stock option granted under the Company’s equity plans has been calculated on the date of grant using the following weighted average assumptions: Year Ended December 31, 2023 2022 2021 Expected dividend yield 0 % 0 % 0 % Expected volatility 72 % 73 % 76 % Risk-free interest rate 3.85 % 2.49 % 0.63 % Expected term 6.01 years 6.03 years 5.92 years Expected dividend yield: the Company has not paid, and does not anticipate paying, any dividends in the foreseeable future. Risk-free interest rate: the Company determined the risk-free interest rate by using a weighted average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. Expected volatility: the Company uses the historical volatility of its publicly traded common stock, as there is adequate historical data for the duration of the expected term. Expected term (in years): the expected term represents the period that the Company’s stock option grants are expected to be outstanding. The expected term of the stock options granted to employees, non-employee directors and non-employee consultants by the Company has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock options. Under this approach, the weighted average expected life is presumed to be the average of the vesting term and the contractual term of the stock option. This approach is used because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time that its stock has been publicly traded. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. The Company estimates forfeitures based on historical terminations. For the years ended December 31, 2023, 2022 and 2021, the weighted-average forfeiture rates were 16.6 % , 19.2 % and 16.7 % , respectively. 2014 Employee Stock Purchase Plan On July 2, 2014, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan (the “ESPP”), which had been previously approved by the Board. The ESPP became effective upon the completion of the IPO. A total of 282,000 shares of common stock were authorized for issuance under the ESPP. On June 16, 2022, the Company’s stockholders approved an amendment to the ESPP to add 300,000 shares of common stock to the ESPP. On June 16, 2023, the Company’s stockholders approved an amendment to the ESPP to add 500,000 shares of common stock to the ESPP. As of December 31, 2023, 445,920 shares have been issued and 636,080 shares are available for issuance under the ESPP. At December 31, 2023, accrued expenses includes $ 0.4 million of stock-based compensation expense related to an enrollment period for which the related shares had not been issued as of December 31, 2023 . |