Stock-Based Compensation | 5. Stock-Based Compensation 2014 Stock Option Plan On July 2, 2014, the Company’s stockholders approved the 2014 Stock Option and Incentive Plan (the “2014 Stock Option Plan”), which became effective upon the completion of the IPO. The 2014 Stock Option Plan provides for the grant of restricted stock awards, incentive stock options, non-statutory stock options, among others. The 2014 Stock Option Plan replaced the Company’s 2011 Stock Option and Grant Plan (the “2011 Stock Option Plan”). The Company will grant no further stock options or other awards under the 2011 Stock Option Plan. Any options or awards outstanding under the 2011 Stock Option Plan remained outstanding and effective. As of September 30, 2015, the total number of shares reserved under the 2014 Stock Option Plan and the 2011 Stock Option Plan was 3,868,298 and the Company had 997,486 shares available for future issuance under the 2014 Stock Option Plan. The 2014 Stock Option 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 issued and outstanding shares of common stock on the immediately preceding December 31. On January 1, 2015, 773,779 shares of common stock, representing 3% of the Company’s issued and outstanding shares of common stock as of December 31, 2014, were added to the 2014 Stock Option Plan. Such shares are included in the equity plan totals specified in the paragraph above. 2014 Employee Stock Purchase Plan On July 2, 2014, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan. A total of 282,000 shares of common stock were initially authorized for issuance under this plan. The 2014 Employee Stock Purchase Plan became effective upon the completion of the IPO. As of September 30, 2015, 3,852 shares of common stock have been issued under this plan. During the nine months ended September 30, 2015, issuances of common stock under the Employee Stock Purchase Plan resulted in proceeds to the Company of $0.1 million. Stock-Based Compensation Terms of restricted stock awards and stock option agreements, including vesting requirements, are determined by the Compensation Committee of the Company’s Board of Directors or the Board of Directors, subject to the provisions of the applicable stock option plan. Options and restricted stock awards granted by the Company generally vest based on the continued service of the grantee with the Company during a specified period following the grant. Awards generally vest ratably over four years, with a 25% cliff vesting at the one year anniversary. During the nine months ended September 30, 2015, the Company granted 497,100 options to employees to purchase shares of common stock that contain performance-based vesting criteria, primarily related to achievement of certain clinical and regulatory development milestones related to the Company’s product candidates. Recognition of stock-based compensation expense associated with these performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates. During the quarter ended June 30, 2015, the achievement of one milestone was considered probable and that milestone was achieved during the quarter ended September 30, 2015. The related expense was recognized over the estimated service period. This milestone represents 35% of the performance-based grants that were made during the nine months ended September 30, 2015. The achievement of the remaining milestones was deemed to be not probable as of September 30, 2015 and therefore no expense has been recognized related to these awards. During the three and nine months ended September 30, 2015, the Company recognized stock-based compensation expense of $1.4 million and $4.8 million, respectively, related to stock options with performance-based vesting criteria. During the three and nine months ended September 30, 2014, the Company recognized no stock-based compensation expense related to stock options with performance-based vesting criteria. All awards are exercisable from the date of grant for a period of ten years. The stock-based compensation expense recognized during the three and nine months ended September 30, 2015 and 2014 was as follows (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock compensation expense: Research and development $ 1,472 $ 294 $ 4,293 $ 553 General and administrative 2,935 396 6,861 633 $ 4,407 $ 690 $ 11,154 $ 1,186 For stock option awards, the fair value of the options is estimated at the grant date using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which options are granted. The fair value of the options is amortized on a straight-line basis over the requisite service period of the awards. The weighted average grant date exercise price per share relating to outstanding stock options granted under the Company’s stock option plans during the nine months ended September 30, 2015 and 2014 was $45.27 and $9.08, respectively. The weighted average Black-Scholes value per share relating to outstanding stock options granted under the Company’s stock option plans during the nine months ended September 30, 2015 was $33.44. The fair value of each option granted to employees and directors during the three and nine months ended September 30, 2015 and 2014 under the Company’s stock option plans has been calculated on the date of grant using the following weighted average assumptions: Black-Scholes Assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Expected dividend yield 0 % 0 % 0 % 0 % Expected volatility 86.59 % 100.43 % 91.03 % 101.07 % Risk free interest rate 1.80 % 1.99 % 1.57 % 1.90 % Expected term 6.08 years 5.96 years 6.03 years 6.01 years For options granted to nonemployees, the expected life of the option used is ten years, which is the contractual term of each such option. All other assumptions used to calculate the grant date fair value are generally consistent with the assumptions used for options granted to employees. The table below summarizes activity related to stock options: Shares Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding as of December 31, 2014 1,996,615 $ 7.01 8.98 $ 59,362 Granted 1,369,807 45.27 Exercised (411,349 ) 1.30 28,184 Forfeited (84,261 ) 26.31 1,644 Outstanding as of September 30, 2015 2,870,812 $ 25.52 8.86 $ 55,937 Vested or expected to vest as of September 30, 2015 2,236,739 $ 23.58 8.78 $ 48,431 Exercisable as of September 30, 2015 565,941 $ 14.74 8.56 $ 15,607 As of September 30, 2015, the Company had unrecognized stock-based compensation expense related to its unvested stock option awards of $29.6 million, which is expected to be recognized over the remaining weighted average vesting period of 3.08 years. The total fair value of shares vested for the nine months ended September 30, 2015 and 2014 was $7.3 million and $0.6 million, respectively. During the nine months ended September 30, 2015 and 2014, stock option exercises resulted in proceeds of $0.5 million and $39,379, respectively. The intrinsic value of stock options exercised during the nine months ended September 30, 2015 and 2014 was $28.2 million and $2.4 million, respectively. Restricted Stock Awards The Company has granted restricted stock awards to certain officers, employees, directors, and consultants of the Company. During the three months ended September 30, 2015 and 2014, the Company recorded $0.1 million of stock-based compensation expense related to its restricted stock. During the nine months ended September 30, 2015 and 2014, the Company recorded $0.2 million and $0.1 million, respectively, of stock-based compensation expense related to its restricted stock. The table below summarizes activity relating to restricted stock: Shares Outstanding as of December 31, 2014 170,832 Issued — Vested (99,513 ) Forfeited — Repurchased — Outstanding as of September 30, 2015 71,319 As of September 30, 2015 and 2014, the Company had unrecognized stock-based compensation expense related to its unvested restricted stock awards of $0.1 million and $0.4 million, respectively, which is expected to be recognized over the remaining weighted average vesting period of 0.49 years and 1.39 years, respectively Unvested shares are subject to repurchase by the Company, at the issuance price, upon the employee’s termination at the Company’s sole discretion. No shares of restricted stock were repurchased in the nine months ended September 30, 2015. |