Share-based Compensation | 7. Share-based Compensation 2017 Inducement Equity Plan In January 2017, we adopted the 2017 Inducement Equity Plan (the “2017 Inducement Plan”). Under the 2017 Inducement Plan, 300,000 shares of our common stock were initially reserved for the issuance of non-qualified stock options and other equity-based awards to induce highly-qualified prospective officers and employees who are not currently employed by us or our subsidiaries to become employed with our company. The number of shares initially reserved for grant is subject to adjustment for reorganization, recapitalization, stock dividend, stock split, or similar changes in our capital stock. As of December 31, 2017, there were 170,000 shares reserved for the future issuance of equity awards under the 2017 Inducement Plan. 2015 Stock Option and Incentive Plan In July 2015, we adopted the 2015 Stock Option and Incentive Plan (the “2015 Plan”). Under the 2015 Plan, 1,430,000 shares of our common stock were initially reserved for the issuance of stock options, restricted stock, and other equity-based awards to employees, non-employee directors, and consultants under terms and provisions established by the Board of Directors and approved by our stockholders at inception. Awards granted under the 2015 Plan expire no later than 10 years from the date of grant. For incentive stock options and non-statutory stock options, the option price shall not be less than 100% of the fair market value on the day of grant. If at the time we grant an option and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all our classes of stock, the option price is required to be at least 110% of the fair market value on the day of grant. Options granted typically vest over a 4-year period but may be granted with different vesting terms. 2012 Stock Option and Grant Plan In 2012, the Company adopted the 2012 Stock Option and Grant Plan (the “2012 Plan”) under which our Board of Directors was authorized to grant incentive stock options to employees, including officers and members of the Board of Directors who are also employees of ours, and non-statutory stock options (options that do not qualify as incentive options) and/or our restricted stock and other equity-based awards to employees, officers, directors, or consultants of ours. Previously, we had initially reserved 2,785,713 shares of common stock for issuance under the 2012 Plan. On April 9, 2015 we increased the number of shares available under the 2012 Plan by 1,000,000 to a total of 3,785,713 shares. Awards granted under the 2012 Plan expire no later than 10 years from the date of grant. Upon adoption of the 2015 Plan, no new awards or grants are permitted under the 2012 Plan. Stock Option Activity The following table summarizes activity under the Company’s stock option plans, including the 2017 Inducement Plan, 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term): Number Weighted- Weighted- Aggregate Outstanding — December 31, 2016 2,769,702 $ 11.99 7.81 Options granted 1,001,990 25.08 Options exercised (578,455) 4.87 Options canceled (247,336) 16.12 Outstanding — December 31, 2017 2,945,901 $ 17.50 8.25 $ 65,041 Vested and exercisable — December 31, 2017 1,259,657 $ 13.91 7.74 $ 32,427 Vested and expected to vest — December 31, 2017 2,945,901 $ 17.50 8.25 $ 65,041 The aggregate intrinsic values of options outstanding, vested and exercisable, and vested and expected to vest were calculated as the difference between the exercise price of the options and the fair value our common stock as of December 31, 2017. The total intrinsic value of options exercised was $11.3 million for the year ended December 31, 2017, $2.4 million for the year ended December 31, 2016 and $0.4 million for the year ended December 31, 2015. The weighted-average estimated fair value of stock options granted was $16.19 for the year ended December 31, 2017, $11.74 for the year ended December 31, 2016 and $8.56 for the year ended December 31, 2015. Stock Options Granted to Employees with Service-based Vesting Valuation Assumptions The fair values of stock options granted to employees were calculated using the following assumptions: Year Ended December 31, 2017 2016 2015 Expected term (in years) 5.3-6.1 5.3-6.1 5.3-6.3 Volatility 68.9%-75.6% 70.6%-82.3% 73.8%-87.6% Risk-free interest rate 1.8%-2.3% 1.1%-2.1% 1.5%-1.8% Dividend yield — — — The fair value of the shares of common stock underlying stock options before our IPO was determined by our Board of Directors. Prior to our IPO in August 2015, because there was no public market for our common stock, the Board of Directors determined fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including important developments in our operations, valuations performed by an independent third party, sales of convertible preferred stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of our common stock, among other factors. In determining the fair value of the options granted, we used the Black-Scholes-Merton option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Stock Options Granted to Non-employees with Service-Based Vesting Valuation Assumptions Stock-based compensation related to stock options granted to non-employees is recognized as the stock options are earned. There are no stock options granted to non-employees outstanding as of December 31, 2017. The fair value of the stock options granted during years ended December 31, 2016 and December 31, 2015 is calculated at each reporting date using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2016 2015 Expected term (in years) 9.5 4.0-9.9 Volatility 78.0% 73.4%-91.2% Risk-free interest rate 1.74% 0.8-2.7% Dividend yield — — Common Stock Issued for License Agreement In September 2015, we executed an agreement with the Regents of the University of California, or the Regents, for an exclusive license to those rights the Regents may own in certain patents and patent applications relating to voxelotor and voxelotor analogs, and in exchange have committed to pay a royalty of less than 1% on future net sales. In connection with this agreement we issued 85,714 shares of our common stock with an estimated fair value of $4.5 million, which was recorded in research and development expense in our consolidated statements of operations. Restricted Stock Units In January 2017, the Compensation Committee of our Board of Directors approved the commencement of granting restricted stock units (“RSUs”) to our employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our common stock upon the completion of a specific period of continued service. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. RSUs granted are valued at the market price of our common stock on the date of grant. We recognize noncash compensation expense for the fair value of RSUs on a straight-line basis over the requisite service period of these awards. The following table summarizes activity of RSUs granted to employees with service-based vesting under the 2017 Inducement Plan and 2015 Plan and related information (in thousands, except share, per share amounts and vesting period): Number Weighted- Weighted- Aggregate Non-vested units — December 31, 2016 — $ — — $ — RSUs granted 520,940 24.74 RSUs vested (42,679 ) 21.48 RSUs forfeited (10,798 ) 29.24 Non-vested units — December 31, 2017 467,463 $ 24.93 1.71 $ 18,395 Restricted Stock Purchases When Restricted Stock Purchases (“RSPs”) are granted, the individual purchases the shares at the grant date fair value of the underlying common stock. The purchase of the stock is subject to forfeiture prior to vesting at the lower of fair value and the original purchase price. The award is treated similarly to an early exercise of stock options for accounting purposes. A summary of our unvested restricted stock for the year ended December 31, 2017 is as follows: Number of RSPs Weighted Average Outstanding — December 31, 2016 672,112 $ 1.10 RSPs vested (306,389 ) 0.90 Repurchased by Company (124,106 ) 0.84 Outstanding — December 31, 2017 241,617 $ 1.46 Restricted Stock Purchases with Service-Based Vesting RSPs granted during the years ended December 31, 2015 generally vest over four years, subject to the individual holder’s continued service relationship with us. There were no RSPs granted during the years ended December 31, 2017 and 2016. The restricted common stock granted to an employee is valued using the Black-Scholes-Merton option-pricing model based on the common stock fair value at the time of the grant. For restricted common stock issued to consultants, we remeasure the fair value of the restricted shares as they vest at each reporting period using the Black-Scholes-Merton option-pricing model reflecting the remaining vesting period. Performance-Contingent Awards Granted to Employees On April 9, 2015, our Board of Directors granted a total of 326,424 performance-contingent awards to members of our senior management team. Of the total performance-contingent awards granted, 227,139 were performance-contingent options and 99,285 were performance-contingent shares of restricted common stock. The exercise price of each performance-contingent options and the purchase price for the performance-contingent restricted shares is $3.40 per share, which the Board of Directors determined was the fair market value on the grant date. The awards had dual triggers of vesting based upon the successful achievement of four corporate operating milestones within specified timelines, as well as a requirement for continued employment. During the year ended December 31, 2016, the Compensation Committee of our Board of Directors modified one of the corporate operating milestones, which resulted in two of the corporate operating milestones being achieved; accordingly, an aggregate of 94,502 shares underlying options and 49,643 shares of restricted stock associated with these two milestones vested. One of the remaining two corporate operating milestones was not met within the timeframe required for achievement during the year ended December 31, 2016; accordingly, 47,500 shares underlying options were forfeited and 24,821 shares of restricted stock associated with the milestone were repurchased by us upon forfeiture. During the quarter ended September 30, 2017, the final remaining corporate milestone was not met within the timeframe required for achievement; accordingly, 30,710 shares underlying options were forfeited and 24,821 shares of restricted stock associated with the milestone were repurchased by us. Market-Condition Awards Granted to Employees On August 11, 2017, our Board of Directors approved awards up to an aggregate of 365,250 RSUs to certain of our senior management team under the 2015 Plan, the vesting of which are contingent upon a combination of continued employment and achieving certain market capitalization milestones. The market-condition awards do not vest until the achievement of their respective market capitalization milestones, which must occur on or before December 31, 2019. The grant date fair value of these market-condition awards was estimated using a Monte Carlo simulation model. The derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions, are also determined at the grant date. We record expense on a straight-line basis over the applicable derived service periods. The following table summarizes activity of the market-condition awards under the 2015 Plan and related information (in thousands, except share, per share amounts and vesting period): Number Weighted- Weighted- Aggregate Non-vested market-condition awards — December 31, 2016 — $ — — Granted 365,250 15.15 Vested — — Forfeited (12,000 ) 15.15 Non-vested market-condition awards — December 31, 2017 353,250 $ 15.15 0.73 $ 13,900 The following table summarizes the assumptions used to estimate the fair value of the market-condition awards during the year ended December 31, 2017: Valuation date stock price $ 28.55 Volatility 65.6 % Risk-free interest rate 1.4 % Dividend yield — At December 31, 2017, total unrecognized compensation expense related to unvested market-condition awards was $3.2 million, which is expected to be recognized over their respective remaining derived service periods. The weighted average derived service period is 1.12 years. For the year ended December 31, 2017, we recognized $2.2 million in stock-based compensation expense related to the market-condition awards. On April 9, 2015, our Board of Directors granted a market-condition award to our Chief Executive Officer of 99,285 shares of restricted common stock under the 2012 Plan, with a purchase price of $3.40 per share, which the Board of Directors determined was the fair market value on the grant date. The market-condition award did not vest until our market capitalization (determined based on the number of shares of common stock outstanding multiplied by the closing market price for our common stock as reported on NASDAQ) exceeded at least $2.0 billion for 20 consecutive trading days on or before the date twenty-four (24) months after the closing of our IPO. During the year ended December 31, 2017, the market capitalization goal was not met within the timeframe required for achievement; accordingly, 99,285 shares of restricted stock associated with the market condition award were repurchased by us. The fair value of the market-condition award of $0.70 was determined on the grant date utilizing a lattice model with an expected term of 2.4 years. In August 2015, we began to recognize compensation costs for this award concurrent with the closing of our IPO. The compensation cost for the awards with a market condition is not reversed when the market condition is not satisfied. Employee Stock Purchase Plan In July 2015, we adopted the 2015 Employee Stock Purchase Plan (the “2015 ESPP”). Under the 2015 ESPP our employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock at the beginning of the offering period or at the end of each applicable purchase period. The 2015 ESPP provides for offering periods of six months in duration. The purchase periods end on either January 31st or July 31st. Contributions under the 2015 ESPP are limited to a maximum of 15% of an employee’s eligible compensation. ESPP purchases are settled with common stock from the ESPP’s previously authorized and available pool of shares. During 2017, 76,585 shares were issued under the ESPP for $1.0 million. The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions: Year Ended Year Ended Expected term (in years) 0.5 0.5 Volatility 60.1-63.5 % 83.1-84.6 % Risk-free interest rate 0.7-1.2 % 0.4-0.5 % Dividend yield — % — % Stock-Based Compensation Expense Total stock-based compensation recognized by our research and development function and our general and administrative function was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 5,905 $ 4,153 $ 2,031 General and administrative 7,777 5,082 1,192 Total stock-based compensation expense $ 13,682 $ 9,235 $ 3,223 During the year ended December 31, 2016, we recorded charges of $1.5 million relating to the fair value of stock options which were modified for two terminated employees. $0.9 million of these charges were classified as research and development expenses and the remaining $0.6 million of these charges were classified as general and administrative expenses. Total stock-based compensation recognized by employees and non-employees was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Employee $ 13,682 $ 9,003 $ 2,359 Non-employee — 232 864 Total stock-based compensation expense $ 13,682 $ 9,235 $ 3,223 Unrecognized Stock-Based Compensation Expense and Weighted-Average Remaining Amortization Period As of December 31, 2017 the unrecognized stock-based compensation cost, net of expected forfeitures, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period): Unrecognized Compensation Cost Weighted-average remaining amortization period (years) Options $ 20,969 2.4 Restricted stock purchases 300 0.9 Restricted stock units 13,670 2.2 ESPP 53 0.1 Total stock-based compensation expense $ 34,992 2.3 |