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 vested 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 2019, respectively. The fair value of restricted stock units that vested during the years ended December 31, 2019 and 2018 was $2.0 million and $2.6 million, respectively. No restricted stock units vested during the year ended December 31, 2017. During the year ended December 31, 2018, the Company granted 71,400 performance restricted stock units to employees of the Company. The milestones for 33,600 grants were not met, and accordingly, these grants were cancelled. 37,800 performance restricted stock units will vest upon the achievement of a certain commercial milestone. During the year ended December 31, 2019, the Company granted 393,539 performance restricted stock units to employees of the Company. These performance restricted stock units are 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 performance restricted stock units 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. During the year ended December 31, 2019, one milestone was achieved for a grant that was made during the year. This milestone represents 18% of the performance restricted stock units that were granted during the year ended December 31, 2019. The fair value of performance restricted stock units that vested during the year ended December 31, 2019 was $11.1 million. No performance restricted stock units vested during the year ended December 31, 2018. The table below summarizes activity relating to restricted stock units: Shares Outstanding as of December 31, 2018 82,700 Granted 393,539 Vested (82,128 ) Forfeited (60,868 ) Outstanding as of December 31, 2019 333,243 At December 31, 2019, 333,243 performance restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to those awards was $52.6 million. 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 IPO. The 2014 Plan provides 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”). The Company no longer grants stock options or other awards under its 2011 Plan, but any options outstanding under the 2011 Plan remain outstanding and effective. The 2014 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 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 Plan. On December 15, 2016, the Board of Directors of the Company (the “Board”) approved the 2016 Inducement Equity Plan (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 under such plan by 1,200,000 shares. 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. 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 Performance-Based Stock Options During the years ended December 31, 2018 and 2017, the Company granted 524,003 and 449,208 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. During the year ended December 31, 2019, the Company did not grant 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. During the year ended December 31, 2017, no milestones were achieved. During the year ended December 31, 2018, a 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. This milestone represents 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. During the year ended December 31, 2019, one milestone was achieved. This milestone represents 20% and 33% of the performance-based option grants that were made during the years ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2019, the Company recognized stock-based compensation expense related to this milestone of $16.3 million. As of December 31, 2019, 2018 and 2017 for option grants that were 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 in the years ended December 31, 2019, 2018 and 2017, respectively. Stock-Based Compensation Expense Stock-based compensation expense recognized during the years ended December 31, 2019, 2018 and 2017 was as follows: 2019 2018 2017 (in thousands) Research and development $ 62,931 $ 50,871 $ 19,893 Selling, general and administrative 90,300 51,092 15,641 $ 153,231 $ 101,963 $ 35,534 Stock-based compensation expense by award type recognized during the years ended December 31, 2019, 2018 and 2017 was as follows: 2019 2018 2017 (in thousands) Stock options $ 140,517 $ 100,342 $ 34,525 Restricted stock units 10,992 651 617 Employee stock purchase plan 1,722 970 392 $ 153,231 $ 101,963 $ 35,534 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 over the requisite service period of the awards. For awards to non-employees, the fair value of the options was amortized on a graded basis through December 31, 2018, and starting on January 1, 2019, on a straight-line basis, 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 equity plans during the years ended December 31, 2019, 2018 and 2017 was $82.39, $109.92 and $41.94, respectively. The fair value of each 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, 2019 2018 2017 Expected dividend yield 0 % 0 % 0 % Expected volatility 71.34 % 74.45 % 79.89 % Risk-free interest rate 2.21 % 2.68 % 2.03 % Expected life of option 6.05 years 6.04 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 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 terminations. For the years ended December 31, 2019, 2018 and 2017, the weighted-average forfeiture rates were 13.7%, 10.7% and 13.3%, respectively. Through December 31, 2018, 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 for non-employees are generally consistent with the assumptions used for options granted to employees. Option Rollforward and Other The table below summarizes activity related to time-based and performance-based stock options: Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2018 7,530,767 $ 93.22 8.03 $ 227,447 Granted 2,215,606 129.15 Exercised (1,031,989 ) 42.72 Forfeited (551,271 ) 138.35 Outstanding as of December 31, 2019 8,163,113 $ 106.30 7.75 $ 87,972 Vested and expected to vest as of December 31, 2019 7,035,349 $ 102.32 7.63 $ 84,442 Exercisable as of December 31, 2019 3,737,468 $ 78.55 6.63 $ 77,652 At December 31, 2019, the Company had unrecognized stock-based compensation expense related to its unvested service-based stock option awards of $283.4 million, which is expected to be recognized over the remaining weighted average vesting period of 2.44 years. At December 31, 2019, 485,595 performance-based stock options were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to those awards was $35.7 million. The intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017 was $119.1 million, $98.3 million and $77.7 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. The 2014 Employee Stock Purchase Plan became effective upon the completion of the IPO. A total of 282,000 shares of common stock were authorized for issuance under this plan. As of December 31, 2019, 105,160 shares have been issued under this plan and 176,840 shares are available for issuance under this plan. At December 31, 2019, accrued expenses includes $0.7 million of stock-based compensation expense related to an enrollment period for which the related shares had not been issued as of December 31, 2019. Shares Reserved and Available for Future Issuance As of December 31, 2019, the total number of shares reserved under all equity plans was 10,651,531 and the total number of shares available for future issuance under all equity plans was 2,155,175. |