Stock-Based Compensation | 9 . 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. 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, are considered time-based because they 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 As of December 31, 2020, the total number of shares reserved under all equity plans was 12,535,574 and the total number of shares available for future issuance under all equity plans was 4,420,049 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 1,022,276 Vested — Forfeited (397,824 ) Outstanding as of December 31, 2020 957,695 During the year ended December 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 2019, respectively. The fair value of the time-based restricted stock units that vested during the years ended December 31, 2019 and 2018 was $2.0 million and $2.6 million, respectively. No time-based restricted stock units vested during the year ended December 31, 2020. During the year ended December 31, 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 years ended December 31, 2019 and 2018, the Company granted no time-based restricted stock units. During the year ended December 31, 2018, the Company granted 71,400 performance restricted stock units to certain employees of the Company. The milestones for these grants were not met, and accordingly, these grants were cancelled. 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. During the year ended December 31, 2020, the Company granted 471,386 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 for grants of performance restricted stock units was achieved. 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 years ended December 31, 2020 and 2018. At December 31, 2020, 957,695 restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to those awards was $58.2 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 1,544,915 56.03 Exercised (118,325 ) 43.34 Forfeited (2,431,873 ) 121.28 Outstanding as of December 31, 2020 7,157,830 $ 91.41 6.91 $ 167,242 Vested and expected to vest as of December 31, 2020 6,469,905 $ 90.94 6.79 $ 153,562 Exercisable as of December 31, 2020 4,674,438 $ 89.51 6.09 $ 120,030 At December 31, 2020, the Company had unrecognized stock-based compensation expense related to its unvested time-based stock option awards of $120.5 million, which is expected to be recognized over the remaining weighted average vesting period of 1.76 years. The intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $2.1 million, $119.1 million and $98.3 million, respectively. Performance-Based Stock Options During the year ended December 31, 2018, the Company granted 524,003 options 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 years ended December 31, 2020 and 2019, the Company granted no options to employees to purchase shares of common stock that contain performance-based vesting criteria. 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, 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 under stock options granted to employees. This milestone represents 33% of the performance-based options that were granted 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 commercial milestone was achieved under stock options granted to employees. Stock options with this milestone were granted during the years ended December 31, 2018 and 2017, respectively. 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. During the year ended December 31, 2020, no milestones were achieved under performance-based options. During the year ended December 31, 2020, one milestone for the performance-based option grants that were made during the year ended December 31, 2018 was not met, and accordingly, those options were cancelled. This milestone represents 19% of the performance-based option grants that were made during the year ended December 31, 2018. The Company recognized no stock-based compensation expense related to this milestone. As of December 31, 2020, 2019 and 2018, 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 not considered probable, and therefore no expense has been recognized related to these awards in the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, 288,575 performance-based stock options were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to those awards was $20.6 million. Stock-Based Compensation Expense Stock-based compensation expense recognized during the years ended December 31, 2020, 2019 and 2018 was as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Research and development $ 42,370 $ 62,931 $ 50,871 Selling, general and administrative 51,836 90,300 51,092 Restructuring 1,788 — — $ 95,994 $ 153,231 $ 101,963 Stock-based compensation expense recognized during the years ended December 31, 2020, 2019 and 2018 by award type was as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Stock options $ 90,064 $ 140,517 $ 100,342 Restricted stock units 4,904 10,992 651 Employee stock purchase plan 1,026 1,722 970 $ 95,994 $ 153,231 $ 101,963 The stock-based compensation expense recorded for the restructuring in the year ended December 31, 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. 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 stock option plans during the years ended December 31, 2020, 2019 and 2018 was $37.53, $82.39 and $109.92, 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, 2020 2019 2018 Expected dividend yield 0 % 0 % 0 % Expected volatility 77.86 % 71.34 % 74.45 % Risk-free interest rate 0.97 % 2.21 % 2.68 % Expected term 5.98 years 6.05 years 6.04 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: through December 31, 2015, the Company lacked sufficient Company-specific historical and implied volatility information, and as a result, the Company used the volatility of a group of publicly-traded peer companies in the Black-Scholes calculations. Beginning in 2016, the Company estimated its expected volatility using a weighted average of the historical volatility of publicly-traded peer companies and the volatility of its common stock and expected to continue to do so until such time as it has adequate historical data regarding the volatility of its common stock price for the duration of the expected term. Effective January 1, 2020, the Company began using the historical volatility of only its common stock, as there is adequate historical data for the duration of the expected term. Expected term (in years): the expected term represents the period that the Company’s stock option grants are expected to be outstanding. The expected term of the options granted to employees and non-employee directors by the Company has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Through December 31, 2018, the expected term of the options granted to non-employee consultants was determined based on the contractual term of the options, and since January 1, 2019, the “simplified” method has been used. 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, 2020, 2019 and 2018, the weighted-average forfeiture rates were 20.6%, 13.7% and 10.7%, 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. 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, 2020, 177,879 shares have been issued under this plan and 104,121 shares are available for issuance under this plan. At December 31, 2020, accrued expenses includes $0.3 million of stock-based compensation expense related to an enrollment period for which the related shares had not been issued as of December 31, 2020. |