Stock-Based Compensation | 10. 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 initial public offering. The 2014 Plan provided 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”). On June 10, 2024, the stockholders of the Company approved the 2024 Equity Incentive Plan (the “2024 Plan”), which had been previously approved by the Board. Upon stockholder approval, the 2024 Plan became effective immediately and replaced the 2014 Plan. The 2024 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and cash awards. The total number of shares initially reserved for issuance under the 2024 Plan is equal to the sum of (i) 5,500,000 shares of the Company’s common stock and (ii) such additional number of shares of the Company’s common stock (up to 11,002,166 shares) as is equal to the number of shares of common stock subject to awards granted under the 2014 Plan that were outstanding as of June 10, 2024, and which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, however, in the case of incentive stock options, to any limitations under the Internal Revenue Code of 1986, as amended, and any regulations thereunder). The Company no longer grants stock options or other awards under either its 2014 Plan or its 2011 Plan, and there are no stock options or other awards outstanding under the 2011 Plan. Any stock options and other awards outstanding under the 2014 Plan remain outstanding and effective in accordance with their terms. 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. On April 16, 2024, the Board amended the 2016 Plan to reduce the number of shares reserved for issuance thereunder to 428,074 shares and to provide that no further grants may be made under the 2016 Plan after April 16, 2024. 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, and generally expire 10 years after the date of grant. As of December 31, 2024, the total number of shares underlying outstanding awards under the 2024 Plan, the 2014 Plan and the 2016 Plan was 8,758,214 and the total number of shares available for future issuance under the 2024 Plan was 7,490,967 shares. 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 amended, a total of 1,082,000 shares of common stock have been authorized for issuance under the ESPP. As of December 31, 2024, 662,806 shares have been issued and 419,194 shares are available for future issuance under the ESPP. Option Exchange Program On January 23, 2024, the Company initiated a tender offer related to a one-time stock option exchange program pursuant to which eligible non-executive officer employees were given the opportunity to exchange certain outstanding stock options (the “Eligible Options”) to purchase shares of the Company’s common stock for replacement options to purchase a lesser number of shares of common stock (the “Option Exchange”) upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Options for Replacement Options dated January 23, 2024 (the “Offer to Exchange”). Stock options eligible for exchange had an exercise price per share of $ 35.00 or greater, in addition to certain other requirements, and were exchanged for replacement options with an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant of the replacement options, which was February 21, 2024. The consummation of the Option Exchange was subject to approval by the Company’s stockholders, which approval was received at the special meeting of stockholders held on January 31, 2024. The Company accepted for exchange Eligible Options to purchase a total of 3,079,608 shares of the Company’s common stock. All tendered Eligible Options were cancelled effective as of February 21, 2024, and promptly thereafter, in exchange thereof, the Company granted replacement options for a total of 1,483,113 shares of the Company’s common stock, pursuant to the terms of the Offer to Exchange and the 2014 Plan. The exercise price per share of the replacement options was $ 22.20 per share, which was the closing price per share of the Company’s common stock on the Nasdaq Global Market on February 21, 2024. The replacement options vest over 18 months from the date of grant and have a term of seven years . The Company expects to incur a total of $ 1.7 million of additional stock-based compensation expense as a result of the Option Exchange, to be recognized over the 18-month vesting period of the replacement options. 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, 2023 3,088,394 $ 34.27 Granted 1,338,925 $ 22.76 Vested ( 430,704 ) $ 26.32 Forfeited ( 996,225 ) $ 34.99 Outstanding as of December 31, 2024 3,000,390 $ 30.04 Time-based restricted stock units During the years ended December 31, 2024 and 2023, the Company granted 938,470 and 1,734,717 time-based restricted stock units, respectively, to its employees and consultants. During the year ended December 31, 2022, the Company did no t grant any time-based restricted stock units. During the years ended December 31, 2024, 2023 and 2022 there were 272,844 , 51,851 , and 366,014 time-based restricted stock units that vested, respectively. The fair value on the date of vesting for the years ended December 31, 2024, 2023 and 2022 was $ 2.8 million, $ 1.8 million, and $ 12.4 million, respectively. At December 31, 2024, 1,788,137 time-based restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to these awards was $ 13.8 million, which is expected to be recognized over the remaining weighted average vesting period of 1.43 years. Performance restricted stock units 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. During the year ended December 31, 2024, the Company granted 400,455 performance restricted stock units to its employees. The majority of these performance restricted stock units vest upon the achievement of certain 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. During the year ended December 31, 2024, the criteria for one vesting milestone for outstanding performance restricted stock units was considered probable. The Company recognized stock-based compensation expense related to the probable vesting of this performance restricted stock unit of $ 4.0 million. There remains an estimated $ 0.4 million of expense to be recognized as of December 31, 2024. As of December 31, 2023 and 2022, 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 and 2022, respectively. During the years ended December 31, 2024 and 2023, the Company recorded $ 0.8 million and $ 0.7 million, respectively, of stock-based compensation expense related to performance restricted stock units for which vesting is tied to total stockholder return. No performance restricted stock units vested during the year ended December 31, 2022. During the year ended December 31, 2023, the criteria for 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 at vesting date, and the Company recognized stock-based compensation expense related to the vesting of these performance restricted stock units of $ 14.3 million. During the year ended December 31, 2024, the criteria for one vesting milestone for outstanding performance restricted stock units were achieved. The total fair value of the performance restricted stock units that vested upon achievement of this milestone was $ 1.4 million at vesting date, and the Company recognized stock-based compensation expense related to the vesting of these performance restricted stock units of $ 3.6 million. At December 31, 2024, 1,212,253 performance restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to these awards was $ 42.9 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, 2023 8,118,041 $ 76.02 5.66 $ 475 Granted 2,275,745 $ 21.08 Exercised ( 10,062 ) $ 7.69 Forfeited ( 4,563,788 ) $ 79.14 Expired ( 62,112 ) $ 24.09 Outstanding as of December 31, 2024 5,757,824 $ 52.52 5.34 $ — Vested and expected to vest as of December 31, 2024 5,129,145 $ 50.56 5.17 $ — Exercisable as of December 31, 2024 4,014,487 $ 58.04 4.42 $ — As of December 31, 2024, the Company had unrecognized stock-based compensation expense related to its outstanding and unvested time-based stock option awards of $ 24.1 million, which is expected to be recognized over the remaining weighted average vesting period of 3.18 years. The intrinsic value of stock options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 0.1 million, $ 1.9 million and $ 4.4 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, 2024, 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 in the years ended December 31, 2024, 2023 and 2022, respectively. During the years ended December 31, 2024, 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, 2024 and 2022, no milestones were achieved under performance-based stock options. During the year ended December 31, 2023, the criteria for one regulatory development milestone was achieved under performance-based stock options granted in connection with the hiring of its chief executive officer . 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, 2024, 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, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 (in thousands) Research and development $ 18,885 $ 24,813 $ 25,888 Selling, general and administrative 35,587 47,716 35,714 Restructuring 32 838 — $ 54,504 $ 73,367 $ 61,602 The stock-based compensation expense of $ 32 thousand is related to the restructuring during the year ended December 31, 2024 and represents 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 stock-based compensation expense of $ 0.8 million is related to the restructuring during the year ended December 31, 2023 and represents 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, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 (in thousands) Stock options $ 26,609 $ 47,695 $ 54,971 Restricted stock units 27,058 24,424 5,587 Employee stock purchase plan 837 1,248 1,044 $ 54,504 $ 73,367 $ 61,602 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, 2024, 2023, and 2022 was $ 14.23 , $ 29.53 and $ 25.96 , 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, 2024 2023 2022 Expected dividend yield 0 % 0 % 0 % Expected volatility 76 % 72 % 73 % Risk-free interest rate 4.24 % 3.85 % 2.49 % Expected term 6.01 years 6.01 years 6.03 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, 2024, 2023, and 2022, the weighted-average forfeiture rates were 15.1 % , 16.6 % and 19.2 % , respectively. |