Stock-Based Compensation | 8. Stock-Based Compensation 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 in accordance with their terms. 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, 2020, 2,075,087 shares of common stock, representing 4% of the Company’s outstanding shares of common stock as of December 31, 2019, 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 (as amended and restated, 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 by 1,200,000 shares. As of September 30, 2020, the total number of shares reserved under all equity plans was 12,580,983 and the total number of shares available for future issuance under all equity plans was 4,264,646 shares Restricted Stock Units The table below summarizes activity relating to time-based restricted stock units and performance restricted stock units: Shares Outstanding as of December 31, 2019 333,243 Granted 995,506 Vested — Forfeited (341,753 ) Outstanding as of September 30, 2020 986,996 During the three months ended March 31, 2017, the Company granted 32,500 time-based restricted stock units to certain employees of the Company. The Company did not grant time-based restricted stock units prior to January 1, 2017. These time-based restricted stock units vested ratably over two years, with vesting of 50% at both the one-year and two-year anniversary of the grant date, which was in February 2018 and February 2019, respectively. The fair value of the time-based restricted stock units that vested during the nine months ended September 30, 2019 was $2.0 million. No time-based restricted stock units vested during the three and nine months ended September 30, 2020 and the three months ended September 30, 2019. During the nine months ended September 30, 2020, the Company granted 550,890 time-based restricted stock units to certain employees of the Company. These time-based restricted stock units will vest over two years, with 25% vesting at the one-year anniversary of the grant date and 75% vesting at the two-year anniversary of the grant date, which will be in April 2021 and April 2022, respectively. During the three months ended September 30, 2020, the Company granted no time-based restricted stock units. During the year ended December 31, 2018, the Company granted 37,800 performance restricted stock units that will vest upon the achievement of a certain commercial milestone. During the three months ended September 30, 2020 and 2019, the Company granted to employees of the Company 11,800 and 16,258 performance restricted stock units, respectively; and during the nine months ended September 30, 2020 and 2019, the Company granted 444,616 and 386,714 performance restricted stock units, respectively. 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 three months ended September 30, 2019, one milestone for a performance restricted stock unit was achieved. This milestone represents 18% of the performance restricted stock units that were granted during the nine months ended September 30, 2019. The fair value of the performance restricted stock units that vested during the three and nine months ended September 30, 2019 was $11.1 million. No performance restricted stock units vested during the three and nine months ended September 30, 2020. At September 30, 2020, 986,996 restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to those awards was $61.4 million. Option Rollforward 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, 2019 8,163,113 $ 106.30 7.75 $ 87,972 Granted 1,443,795 $ 55.23 Exercised (72,916 ) $ 39.91 Forfeited (2,204,651 ) $ 120.69 Outstanding as of September 30, 2020 7,329,341 $ 92.58 7.14 $ 69,947 Exercisable as of September 30, 2020 4,500,068 $ 88.63 6.25 $ 53,983 At September 30, 2020, the Company had unrecognized stock-based compensation expense related to its unvested service-based stock option awards of $143.3 million, which is expected to be recognized over the remaining weighted average vesting period of 1.83 years. The intrinsic value of stock options exercised during the nine months ended September 30, 2020 and 2019 was $0.9 million and $115.2 million, respectively. Performance-Based Stock Options Since January 1, 2019, the Company granted no options to employees to purchase shares of common stock that contain performance-based vesting criteria. During the three months ended March 31, 2019, the achievement of one unmet commercial milestone that was the criteria for vesting of performance-based stock options was considered probable, and therefore $14.2 million of stock-based compensation expense was recognized related to these awards for the three months ended March 31, 2019. During the three months ended June 30, 2019, this commercial milestone was achieved. Stock options with this milestone were granted during the years ended December 31, 2018 and 2017. 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 three months ended June 30, 2019, the Company recognized stock-based compensation expense related to this milestone of $2.1 million. During the nine months ended September 30, 2019, the Company recognized stock-based compensation expense related to this milestone of $16.3 million. As of September 30, 2020 and 2019, for performance-based 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 nine months ended September 30, 2020 and 2019. As of September 30, 2020, 383,906 performance-based stock options were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to those awards was $29.0 million. Stock-Based Compensation Expense Stock-based compensation expense recognized during the three and nine months ended September 30, 2020 and 2019 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Research and development $ 9,927 $ 17,111 $ 32,270 $ 51,528 Selling, general and administrative 10,181 26,558 41,192 71,024 Restructuring — — 1,788 — $ 20,108 $ 43,669 $ 75,250 $ 122,552 Stock-based compensation expense recognized during the three and nine months ended September 30, 2020 and 2019 by award type was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Stock options $ 18,797 $ 32,119 $ 72,434 $ 109,963 Restricted stock units 1,066 10,934 1,815 10,992 Employee stock purchase plan 245 616 1,001 1,597 $ 20,108 $ 43,669 $ 75,250 $ 122,552 The stock-based compensation expense recorded for the restructuring in the nine months ended September 30, 2020 is the incremental amount related to modifying the exercise period for outstanding, vested option grants that had been made to employees who were terminated in the restructuring. The weighted average grant date fair value per share of stock options granted under the Company’s stock option plans during the nine months ended September 30, 2020 and 2019 was $37.04 and $99.49, respectively. |