Stock-Based Compensation | 9 . Stock-Based Compensation Restricted Stock Units During the year ended December 31, 2017, the Company granted 32,500 restricted stock units to employees of the Company. The Company did not grant restricted stock units prior to January 1, 2017. These restricted stock units vest ratably over two years, with cliff vesting of 50% at both the one-year and two-year anniversary of the grant date, which was in February 2018 and will be in February 2019, respectively. During the year ended December 31, 2018, the Company granted 71,400 performance restricted stock units to employees of the Company. 33,600 performance restricted stock units will vest upon the achievement of a certain regulatory milestone; in one case, upon meeting the milestone and, in the other case, upon the first anniversary of achievement of the milestone. 37,800 performance restricted stock units will vest upon the achievement of a certain commercial milestone. The fair value of restricted stock units that vested during the year ended December 31, 2018 was $2.6 million. No restricted stock units vested during the year ended December 31, 2017. The table below summarizes activity relating to restricted stock units: Shares Outstanding as of December 31, 2017 29,100 Granted 71,400 Vested (14,550 ) Forfeited (3,250 ) Outstanding as of December 31, 2018 82,700 Stock Option Plans On July 2, 2014, the stockholders of the Company approved the 2014 Stock Option and Incentive Plan (the “2014 Stock Option Plan”), which became effective immediately prior to the completion of the Company’s 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 no longer grants 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. The 2014 Stock Option Plan provides for an annual increase, to be added on the first day of each fiscal year, of up to 4% of the Company’s outstanding shares of common stock as of the last day of the prior year. On January 1, 2019, 1,875,530 shares of common stock, representing 4% of the Company’s outstanding shares of common stock as of December 31, 2018, were added to the 2014 Stock Option Plan. On December 15, 2016, the Board of Directors of the Company (the “Board”) approved the 2016 Inducement Equity Plan (the “2016 Stock Option Plan”). The 2016 Stock Option 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 Stock Option Plan to increase the total number of shares reserved for issuance under such plan by 1,200,000 shares. Terms of restricted stock awards, restricted stock units, and stock options, including vesting requirements, are determined by the Board or the Compensation Committee of the Board, subject to the provisions of the applicable stock option plan. Options 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 25% cliff vesting at the one-year anniversary. All option awards expire in 10 years. During the years ended December 31, 2018, 2017, 2016 and 2015, the Company granted 524,003, 449,208, 74,039 and 497,100 options, respectively, to employees to purchase shares of common stock that contain performance-based vesting criteria, primarily related to the achievement of certain clinical and regulatory development milestones related to product candidates and commercial milestones. 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, which consider the inherent risk and uncertainty regarding the future outcomes of the activities described by the milestones. 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. During the year ended December 31, 2018, a performance milestone was achieved under a stock option granted to a consultant. The milestone was related to the consummation of a licensing or corporate partnering arrangement. During the year ended December 31, 2018, the Company recognized stock-based compensation expense related to this milestone of $6.9 million. During the year ended December 31, 2018, one milestone was achieved. This milestone represents 33% of the performance-based option grants that were made during the year ended December 31, 2017. During the year ended December 31, 2018, the Company recognized stock-based compensation expense related to this milestone of $4.4 million. During the year ended December 31, 2018, the remaining milestone for the performance-based option grants that were made during the years ended December 31, 2016 and December 31, 2015 was not met, and accordingly, those options were cancelled. They represented 50% and 35% of the performance-based option grants that were made during the years ended December 31, 2016 and December 31, 2015, respectively. The Company recognized no stock-based compensation expense related to this milestone. As of December 31, 2018, for grants that are outstanding, the achievement of the milestones that had not been met that are the criteria for vesting of performance-based stock options was considered not probable, and therefore no expense has been recognized related to these awards for the year ended December 31, 2018. Stock-based compensation expense for stock options, restricted stock units and the employee stock purchase plan recognized during the years ended December 31, 2018, 2017 and 2016 was as follows: 2018 2017 2016 (in thousands) Research and development $ 50,871 $ 19,893 $ 11,197 General and administrative 51,092 15,641 11,823 $ 101,963 $ 35,534 $ 23,020 Stock-based compensation expense by award type recognized during the years ended December 31, 2018, 2017 and 2016 was as follows: 2018 2017 2016 (in thousands) Stock options $ 100,342 $ 34,525 $ 22,820 Restricted stock units 651 617 — Employee stock purchase plan 970 392 166 Restricted stock awards — — 34 $ 101,963 $ 35,534 $ 23,020 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 of stock options granted under the Company’s stock option plans during the years ended December 31, 2018, 2017 and 2016 was $109.92, $41.94 and $24.97, respectively. The fair value of each option granted to employees and non-employee directors during the years ended December 31, 2018, 2017 and 2016 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, 2018 2017 2016 Expected dividend yield 0 % 0 % 0 % Expected volatility 74.45 % 79.89 % 80.15 % Risk-free interest rate 2.68 % 2.03 % 1.47 % Expected life of option 6.04 years 6.03 years 6.05 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, 2018, 2017 and 2016, the weighted-average forfeiture rates were 10.7%, 13.3% and 9.6%, respectively. For options granted to non-employees, the expected term 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, 2017 5,586,593 $ 43.58 8.09 $ 676,717 Granted 3,103,494 164.50 Exercised (767,147 ) 34.67 Forfeited (392,173 ) 64.74 Outstanding as of December 31, 2018 7,530,767 $ 93.22 8.03 $ 227,447 Vested and expected to vest as of December 31, 2018 6,254,429 $ 85.55 7.86 $ 209,356 Exercisable as of December 31, 2018 2,846,158 $ 40.69 6.71 $ 159,799 At December 31, 2018, the Company had unrecognized stock-based compensation expense related to its unvested service-based stock option awards of $282.6 million, which is expected to be recognized over the remaining weighted average vesting period of 2.88 years. At December 31, 2018, 772,347 performance-based stock options were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to those awards was $50.1 million. The intrinsic value of stock options exercised during the years ended December 31, 2018, 2017 and 2016 was $98.3 million, $77.7 million and $4.6 million, respectively. 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, 2018, 49,756 shares have been issued under this plan and 232,244 shares are available for issuance under this plan. At December 31, 2018, accrued expenses includes $0.5 million of stock-based compensation expense related to an enrollment period for which the related shares had not been issued as of December 31, 2018. Shares Reserved and Available for Future Issuance As of December 31, 2018, the total number of shares reserved under all equity plans, consisting of the 2011 Stock Option Plan, the 2014 Stock Option Plan, the 2014 Employee Stock Purchase Plan and the 2016 Stock Option Plan, is 9,945,522, and 2,332,055 shares were available for issuance under such plans. |