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 stock 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, 2021, 2,332,336 shares of common stock, representing 4% of the Company’s outstanding shares of common stock as of December 31, 2020, were added to the 2014 Plan. On December 15, 2016, 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. Stock options granted by the Company that are not performance-based are considered time-based because they 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% vesting at the one-year As of December 31, 2021, the total number of shares underlying outstanding awards under all equity plans was 8,539,537 and the total number of shares available for future issuance under all equity plans was 5,672,875 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, 2020 957,695 Granted 799,295 Vested (302,661 ) Forfeited (198,231 ) Outstanding as of December 31, 2021 1,256,098 At December 31, 2021, 1,256,098 time-based restricted stock units and performance restricted stock units were both outstanding and unvested, and the total unrecognized stock-based compensation expense related to these awards was $59.2 million. Time-based restricted stock units During the year ended December 31, 2017, the Company granted 32,500 time-based restricted stock units to certain employees of the Company. 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. 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 was in April 2021 and will be in April 2022, respectively. During the year ended December 31, 2021, 113,941 time-based restricted stock units vested, and the fair value of the restricted stock units that vested was $8.8 million. During the year ended December 31, 2021, the Company granted 268,119 time-based restricted stock units to certain employees of the Company. These time-based restricted stock units will vest ratably over four years, with 25% vesting at the one-year anniversary . During the year ended December 31, 2019, the Company granted no time-based restricted stock units and no time-based restricted stock units vested during the year ended December 31, 2020. Performance restricted stock units 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. During the year ended December 31, 2021, the Company granted 531,176 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. As of December 31, 2021, 2020 and 2019, for performance restricted stock units that were outstanding, the achievement of the milestones that had not been met was considered not probable, and therefore no expense has been recognized related to these awards in the years ended December 31, 2021, 2020 and 2019, respectively. During the year ended December 31, 2019, one milestone for outstanding performance restricted stock units was achieved. The fair value of the performance restricted stock units that vested upon achievement was $11.1 million and the Company recognized stock-based compensation expense related to this milestone of $10.9 million. 18% of the performance restricted stock units that were granted during the year ended December 31, 2019 included this milestone as a vesting condition. No performance restricted stock units vested during the year ended December 31, 2020. During the year ended December 31, 2021, two milestones for outstanding performance restricted stock units were achieved. For the first milestone that was met, t he fair value of the performance restricted stock units that vested upon achievement was $6.1 million and the Company recognized stock-based compensation expense related to this milestone of $3.8 million. 39 of the performance restricted stock units that were granted during the year ended December 31, 2020 included this milestone as a vesting condition. For the second milestone that was met, t he fair value of the performance restricted stock units that vested upon achievement was $3.4 million and the Company recognized stock-based compensation expense related to this milestone of $12.8 million. 38 of the performance restricted stock units that were granted during the year ended December 31, 2019 included this milestone as a vesting condition. Stock 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, 2020 7,157,830 $ 91.41 6.91 $ 167,242 Granted 2,095,363 $ 79.76 Exercised (306,078 ) $ 40.35 Forfeited (1,663,676 ) $ 117.80 Outstanding as of December 31, 2021 7,283,439 $ 84.17 6.74 $ 16,590 Vested and expected to vest as of December 31, 2021 6,220,652 $ 84.00 6.37 $ 16,493 Exercisable as of December 31, 2021 4,434,049 $ 85.68 5.47 $ 15,713 At December 31, 2021, the Company had unrecognized stock-based compensation expense related to its unvested time-based stock option awards of $86.0 million, which is expected to be recognized over the remaining weighted average vesting period of 2.62 years. The intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $9.0 million, $2.1 million and $119.1 million, respectively. 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. As of December 31, 2021, 2020 and 2019, for performance-based stock option grants that were outstanding, the achievement of the milestones that had not been met was considered not probable, and therefore no expense has been recognized related to these awards in the years ended December 31, 2021, 2020 and 2019, respectively. During the year ended December 31, 2021, in connection with the hiring of its chief executive officer, the Company granted to its chief executive officer 650,000 stock options to purchase shares of common stock that contain performance-based vesting criteria which will vest upon the achievement of certain regulatory and commercial milestones During the year ended December 31, 2019, one commercial milestone was achieved under performance-based stock options granted to employees. Stock options with this milestone were granted during the years ended December 31, 2018 and 2017, respectively. This milestone represented 20% and 33% of the performance-based stock 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 stock options granted to employees. During the year ended December 31, 2020, one milestone for performance-based stock option grants that were made during the year ended December 31, 2018 that had to be met by December 31, 2020 or else the stock option grants would be cancelled was not met, and accordingly, those stock option grants were cancelled. This milestone represented 19% of the performance-based stock option grants that were made during the year ended December 31, 2018. The Company recognized no stock-based compensation expense related to this milestone. During the year ended December 31, 2021, no milestones were achieved under performance-based stock options granted to employees. During the year ended December 31, 2021, one milestone for performance-based stock option grants that were made during the year ended December 31, 2017 that had to be met by December 31, 2021 or else the stock option grants would be cancelled was not met, and accordingly, those stock option grant s were cancelled. This milestone represent ed 34 % of the performance-based stock option grants that were made during the year ended December 31, 2017. The Company recognized no stock-based compensation expense related to this milestone. During the year ended December 31, 2021, three milestones for performance-based stock option grants that were made during the year ended December 31, 2018 that had to be met by December 31, 2021 or else the stock option grants would be cancelled were not met, and accordingly, those stock option grants were cancelled. These milestones represent 41% of the performance-based stock option grants that were made during the year ended December 31, 2018. The Company recognized no stock-based compensation expense related to these milestones. As of December 31, 2021, 684,010 performance-based stock options were both outstanding and unvested, the total unrecognized stock-based compensation expense related to these awards was $10.8 million and the timing of recognition of this stock-based compensation expense is subject to judgment of the Company as to when the performance conditions are considered probable of being achieved. Stock-Based Compensation Expense Stock-based compensation expense recognized during the years ended December 31, 2021, 2020 and 2019 was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Research and development $ 49,746 $ 42,370 $ 62,931 Selling, general and administrative 54,883 51,836 90,300 Restructuring — 1,788 — $ 104,629 $ 95,994 $ 153,231 Stock-based compensation expense recognized during the years ended December 31, 2021, 2020 and 2019 by award type was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Stock options $ 78,516 $ 90,064 $ 140,517 Restricted stock units 25,375 4,904 10,992 Employee stock purchase plan 738 1,026 1,722 $ 104,629 $ 95,994 $ 153,231 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 stock option grants that had been made to employees whose employment was 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 stock options are granted. The fair value of the stock options is amortized on a straight-line basis for stock option awards to employees, non-employee directors and non-employee consultants 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, 2021, 2020 and 2019 was $51.87, $37.53 and $82.39, respectively. The fair value of each stock 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, 2021 2020 2019 Expected dividend yield 0 % 0 % 0 % Expected volatility 75.92 % 77.86 % 71.34 % Risk-free interest rate 0.63 % 0.97 % 2.21 % Expected term 5.92 years 5.98 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: beginning in 2016, the Company estimated its expected volatility in the Black-Scholes calculations using a weighted average of the historical volatility of a group of publicly-traded peer companies and the historical volatility of its common stock and expected to continue to do so until it had 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 stock options granted to employees, non-employee directors and non-employee consultants by the Company has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock options. Under this approach, the weighted average expected life is presumed to be the average of the vesting term and the contractual term of the stock 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, 2021, 2020 and 2019, the weighted-average forfeiture rates were 16.7%, 20.6% and 13.7%, respectively. 2014 Employee Stock Purchase Plan On July 2, 2014, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan (the “ESPP”), which had been previously approved by the Board. The ESPP became effective upon the completion of the IPO. A total of 282,000 shares of common stock were authorized for issuance under the ESPP. As of December 31, 2021, 224,638 shares have been issued and 57,362 shares are available for issuance under the ESPP. At December 31, 2021, 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, 2021. |