Stock-Based Compensation | 8. Stock-Based Compensation Stock Option Plans 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, restricted stock units, 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, 2016, the total number of shares reserved under all equity plans is 4,891,922, and the Company had 660,115 shares available for future issuance under such plans. On December 15, 2016, the Board of Directors of the Company approved the 2016 Inducement Equity Plan, for which no grants were made as of December 31, 2016. 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 last day of the prior fiscal year. On January 1, 2017, 1,488,886 shares of common stock, representing 4% of the Company’s issued and outstanding shares of common stock as of December 31, 2016, were added to the 2014 Stock Option Plan. Terms of restricted stock awards, restricted stock units, 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, that are not performance-based, generally 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 a 25% cliff vesting at the one year anniversary. All option awards expire in 10 years. During the years ended December 31, 2016 and 2015, the Company granted 74,039 and 497,100 options, respectively, 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 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 year ended December 31, 2015, one milestone was achieved. This milestone represents 35% of the performance-based option grants that were made during the year ended December 31, 2015. During the year ended December 31, 2015, the Company recognized stock-based compensation expense related to this milestone of $4.8 million. During the year ended December 31, 2016, one milestone was achieved. This milestone represents 50% and 30%, of the performance-based option grants that were made during the years ended December 31, 2016 and 2015, respectively. During the year ended December 31, 2016, the Company recognized stock-based compensation expense related to this milestone of $5.0 million. The achievement of the remaining milestones was deemed to be not probable as of December 31, 2016, and therefore no expense has been recognized related to these awards for the year ended December 31, 2016. Stock-based compensation expense recognized during the years ended December 31, 2016, 2015 and 2014 was as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Research and development $ 11,197 $ 5,924 $ 1,093 General and administrative 11,823 9,316 1,419 $ 23,020 $ 15,240 $ 2,512 During the years ended December 31, 2016 and 2015, the Company recorded $0.2 million and $0.1 million, respectively, of stock-based compensation expense related to the Employee Stock Purchase Plan. 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 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. 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, 2016, 2015 and 2014 was $24.97, $34.08 and $14.33, respectively. The fair value of each option granted to employees and nonemployee directors during the years ended December 31, 2016, 2015 and 2014 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, 2016 2015 2014 Expected dividend yield 0 % 0 % 0 % Expected volatility 80.15 % 90.54 % 98.86 % Risk-free interest rate 1.47 % 1.59 % 1.95 % Expected life of option 6.05 years 6.03 years 6.38 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 does not have sufficient history to support a calculation of volatility using only its historical data. Starting in 2016, the Company uses a weighted-average volatility considering the Company’s own volatility since the IPO in July 2014 and the volatilities of a peer group of comparable companies for time periods prior to the IPO. Prior to 2016, the Company used volatilities based on an analysis of reported data for a peer group of comparable companies. Expected term (in years): the expected term represents the period that the Company’s stock option grants are expected to be outstanding. The Company has been publicly traded since July 2014, and there is not sufficient historical term data to calculate the expected term of the options. Therefore, the Company elected to utilize the “simplified” method to estimate the expected term of options granted to employees. Under this approach, the weighted average expected life is presumed to be the average of the vesting term and the contractual term of the option. 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, 2016, 2015 and 2014, forfeiture rates of 9.58%, 10% and 10%, respectively, were applied. For options granted to non-employees, the expected life of the option used is 10 years, which is the contractual term of each 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 Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 3,002,809 $ 26.67 8.67 $ 96,479 Granted 1,454,568 35.98 Exercised (124,903 ) 8.09 Forfeited (100,667 ) 44.76 Outstanding as of December 31, 2016 4,231,807 $ 29.99 8.24 $ 92,843 Vested and expected to vest as of December 31, 2016 3,727,837 $ 29.36 8.21 $ 84,395 Vested and exercisable as of December 31, 2016 1,702,819 $ 24.11 7.59 $ 48,096 As of December 31, 2016, the Company had unrecognized stock-based compensation expense related to its unvested service-based stock option awards of $43.6 million, which is expected to be recognized over the remaining weighted average vesting period of 2.77 years. The total fair value of options vested for the years ended December 31, 2016, 2015 and 2014 was $24.1 million, $9.2 million, and $1.0 million, respectively. In addition, the Company granted 245,872 stock options that are both outstanding and unvested that will vest upon the achievement of certain performance criteria in the future. Total unrecognized stock-based compensation expense related to those awards was $5.2 million at December 31, 2016. The intrinsic value of stock options exercised during the years ended December 31, 2016, 2015 and 2014 was $4.6 million, $28.4 million and $2.4 million, respectively. Restricted Stock Awards During the years ended December 31, 2013, 2012 and 2011, the Company granted restricted stock awards to certain officers, employees, directors, and consultants of the Company. The table below summarizes activity relating to restricted stock: Shares Outstanding as of December 31, 2015 42,781 Issued — Vested (42,781 ) Forfeited — Repurchased — Outstanding as of December 31, 2016 — As of December 31, 2016, all of the restricted stock was vested. 2014 Employee Stock Purchase Plan On July 2, 2014, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan, which had been previously approved by the Board of Directors. 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, 2016, 14,351 shares have been issued under this plan. At December 31, 2016, accrued expenses includes $67,000 of stock-based compensation expense related to an enrollment period for which the related shares had not been issued as of December 31, 2016. |