Stock-Based Compensation | 7. 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 and non-statutory stock options. The 2014 Stock Option Plan replaced the Company’s 2011 Stock Option and Grant Plan (the “2011 Stock Option Plan”). The Company will no longer grant 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 December 31, 2015, the total number of shares reserved under all equity plans is 3,862,172, and the Company had 859,363 shares available for future issuance under such plans. 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. Terms of restricted stock awards and stock option agreements, including vesting requirements, are determined by the Board of Directors or the Compensation Committee of 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 grantee’s continued service with the Company during a specified period following grant. Awards granted to employees generally vest ratably over four years, with a 25% cliff vesting at the one year anniversary for new employee awards. During 2013, the Company also granted a pool of option awards which vest ratably over one year. All awards are exercisable from the date of grant for a period of ten years. During 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 2015. The achievement of the remaining milestones was deemed to be not probable as of December 31, 2015 and therefore no expense has been recognized related to these awards. During the year ended December 31, 2015, the Company recognized stock-based compensation expense of $4.8 million related to stock options with performance-based vesting criteria. Stock-based compensation expense recognized during the years ended December 31, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Stock-based compensation expense: Research and development $ 5,924 $ 1,093 $ 38 General and administrative 9,316 1,419 23 $ 15,240 $ 2,512 $ 61 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 for awards to employees and on a graded basis for awards to non-employees over the requisite service period of the awards for awards to employees and graded vesting is used for non-employees. The weighted average grant date fair value per share relating to outstanding stock options granted under the Company’s stock option plans during the years ended December 31, 2015, 2014 and 2013 was $34.08, $14.33 and $0.38, respectively. The fair value of each option granted to employees and nonemployee directors during the years ended December 31, 2015, 2014 and 2013 under the Company’s stock option plans has been calculated on the date of grant using the following weighted average assumptions: Year Ended December 31, 2015 2014 2013 Expected dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 90.54 % 98.86 % 99.89 % Risk free interest rate 1.59 % 1.95 % 1.66 % Expected term 6.03 years 6.38 years 6.04 years Expected dividend yield: Risk-free interest rate: Expected volatility: Expected term (in years): 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 termination behavior. For the years ended December 31, 2015, 2014, and 2013, a forfeiture rate of 10% was applied. 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 Weighted Average years) Aggregate (in thousands) Outstanding as of December 31, 2014 1,996,615 $ 7.01 8.98 $ 59,362 Granted 1,516,307 45.64 Exercised (417,475 ) 1.44 Forfeited (92,638 ) 26.93 Outstanding as of December 31, 2015 3,002,809 $ 26.67 8.67 $ 96,479 Vested or expected to vest as of December 31, 2015 2,421,859 $ 24.89 8.60 $ 82,344 Exercisable as of December 31, 2015 723,895 $ 14.47 8.27 $ 31,729 As of December 31, 2015, the Company had unrecognized stock-based compensation expense related to its unvested service-based stock option awards of $31.5 million, which is expected to be recognized over the remaining weighted average vesting period of 3.01 years. The total fair value of shares vested for the years ended December 31, 2015, 2014 and 2013 was $9.2 million, $1.0 million, and $9 thousand, respectively. In addition, the Company has 358,976 shares of outstanding unvested stock options that vest upon the achievement of certain performance criteria. Total unrecognized compensation related to those awards was $7.8 million at December 31, 2015. The intrinsic value of stock options exercised during the years ended December 31, 2015 and 2014 was $28.4 million and $2.4 million, respectively, and the intrinsic value of stock options exercised during the year ended December 31, 2013 was zero. Restricted Stock Awards During the year ended December 31, 2013, the Company granted restricted stock awards to certain officers, employees, directors, and consultants of the Company. During the years ended December 31, 2015, 2014 and 2013, the Company recorded $0.3 million, $0.2 million and $11 thousand, 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 (128,051 ) Forfeited — Repurchased — Outstanding as of December 31, 2015 42,781 As of December 31, 2015, the Company had unrecognized stock-based compensation expense related to its unvested restricted stock awards of $34 thousand, which is expected to be recognized over the remaining weighted average vesting period of 0.56 years. During the years ended December 31, 2015 and 2014, no shares of restricted stock were issued. During the year ended December 31, 2013, current and former employees of the Company purchased a total of 130,158 shares of restricted stock, resulting in proceeds of $50 thousand. Unvested shares are subject to repurchase by the Company, at the issuance price, upon the employee’s termination at the Company’s sole discretion. In the year ended December 31, 2014, the Company repurchased 6,778 shares of restricted common stock issued to employees at their $0.04 original purchase price per share. 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 December 31, 2015, 3,852 shares have been issued under this plan. Included in accrued liabilities at December 31, 2015 is $64 thousand of stock compensation expense related to an enrollment period for which the related shares had not been issued as of December 31, 2015. |