Equity Incentive Plans | Equity Incentive Plans Equity Incentive Plans Our 2020 Equity Incentive Plan (“2020 Plan”) became effective in June 2020 and replaced our 2014 Equity Incentive Plan (“2014 Plan”). Under the 2020 Plan, we may grant stock options, appreciation rights, restricted stock, RSUs, or any other award to employees, consultants and directors. Stock options granted under the 2020 Plan may be either incentive stock options or nonqualified stock options. Incentive stock options may be granted only to our employees, including officers and directors who are also employees. Nonqualified stock options may be granted to our employees, officers, directors, consultants and advisors. Awards granted under our 2020 Plan vest over the periods determined by our Board, generally three We net-share settle equity awards held by certain employees by withholding shares upon vesting to satisfy tax withholding obligations. The shares withheld to satisfy employee tax withholding obligations are returned to our 2020 Plan and will be available for future issuance. Payments for employees’ tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as financing activities in our consolidated statements of cash flows. A total of 10,150,000 shares of common stock were approved to be initially reserved for issuance under the 2020 Plan. The number of shares that remained available for issuance under the 2014 Plan as of the effective date of the 2020 Plan, and shares subject to outstanding awards under the 2014 Plan as of the effective date of the 2020 Plan that are subsequently canceled, forfeited or repurchased by us, will be added to the shares reserved under the 2020 Plan. In addition, the number of shares of common stock available for issuance under the 2020 Plan is automatically increased on the first day of each calendar year during the 10-year term of the 2020 Plan, beginning with January 1, 2021 and ending with January 1, 2030, by an amount equal to 5% of the outstanding number of shares of our common stock on December 31 of the preceding calendar year or such lesser amount as determined by our Board. As of December 31, 2024, an aggregate of 8,796,806 shares of common stock were available for issuance under the 2020 Plan. Effective January 1, 2025, the number of shares of common stock available under the 2020 Plan increased by 6,244,651 shares pursuant to the evergreen provision of the 2020 Plan. As of December 31, 2024, 1,209,840 shares and 10,213,591 shares of common stock were subject to outstanding options and RSUs under the 2014 Plan and 2020 Plan, respectively. Stock Option Activity In November 2024, we granted 639,710 performance contingent stock options ("PCSOs") with both service and market conditions to certain employees. The market condition relates to the achievement of a share price threshold that requires the average price of our common stock to be equal to or greater than $154.05 for a period of one calendar year. To the extent that the market conditions are met, one-third of the PCSOs vest on the third, fourth and fifth anniversary date of the grant date, subject to continued service. The maximum contractual term of our outstanding PCSOs is 10 years from the date of grant. As of December 31, 2024, the market condition for the PCSOs has not been met. No PCSOs were granted in the year ended December 31, 2023. Stock option activity under our 2020 Plan and 2014 Plan, which excludes options to purchase 29,638 shares granted outside of the 2020 Plan and 2014 Plan, for the year ended December 31, 2024 was as follows: Options Outstanding PCSOs Outstanding (in thousands, except share and per share data) Number of Options Weighted- Average Exercise Price Per Share Weighted- Aggregate Intrinsic Value Number of Options Weighted- Average Exercise Price Per Share Weighted- Aggregate Intrinsic Value Balances — December 31, 2023 9,314,836 $ 25.35 7.75 $ 348,868 — $ — $ — PCSOs Granted 639,710 $ 102.70 9.85 $ — Options granted 2,210,148 $ 78.40 Options exercised (1,813,828) $ 13.97 Options forfeited (344,220) $ 43.47 Balances — December 31, 2024 9,366,936 $ 39.40 7.48 $ 406,730 639,710 $ 102.70 9.85 $ — Vested and expected to vest — December 31, 2024 9,366,936 $ 39.40 7.48 $ 406,730 639,710 $ 102.70 9.85 $ — Exercisable at December 31, 2024 5,010,869 $ 25.99 6.60 $ 280,031 — $ — $ — _____________________________________________________ During the years ended December 31, 2024, 2023 and 2022, options to purchase 1,813,828, 538,888 and 1,153,285 shares of common stock, respectively, were exercised for cash at a weighted-average price per share of $13.97, $10.50 and $4.25, respectively. The weighted-average grant date fair value of options granted for the years ended December 31, 2024, 2023 and 2022 was $49.36, $28.74 and $18.88, respectively. The intrinsic value of the stock options exercised was $130.7 million, $21.2 million and $34.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. The total fair value of stock options vested was $51.3 million, $41.8 million and $26.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. RSU Activity In March 2022, our Board authorized the issuance of RSUs under our 2020 Plan and adopted a form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement (the “RSU Agreement”), which is intended to serve as a standard form agreement for RSU grants issued to employees. In November 2024, we granted 175,513 shares of performance-based stock units ("PSUs"), which contain service and market conditions to certain employees. Subject to continuous service requirements, the market condition is measured based on our total shareholder return (“TSR”) relative to the TSR of our peer group comprised in the Nasdaq Biotechnology Index over a period of four years. RSU and PSU activities for the year ended December 31, 2024 were as follows: Unvested RSUs Unvested PSUs (in thousands, except share and per share data) Number of Shares Weighted- Average Grant-Date Fair Value Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Number of Shares Weighted- Average Grant-Date Fair Value Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands, except share and per share data) Unvested at December 31, 2023 753,462 $ 38.93 1.45 $ 47,317 — $ — Granted 958,127 $ 81.10 175,513 $ 151.48 Vested and released (383,267) $ 47.89 — — Cancelled (87,050) $ 58.74 — — Unvested at December 31, 2024 1,241,272 $ 67.32 1.46 $ 101,611 175,513 $ 151.48 3.85 $ 14,367 Shares available for grant under our 2020 Plan for the year ended December 31, 2024 were as follows: Number of Shares Balances — December 31, 2023 6,065,150 Shares authorized 4,768,241 Shares expired (1,176,960) Options, PCSOs, RSUs and PSUs granted (3,983,498) Shares forfeited ¹ 452,651 Shares withheld for taxes 150,350 Balances — December 31, 2024 6,275,934 ______________________________________________________________ ¹ As of December 31, 2024, a total of 21,381 shares were forfeited under the 2020 Plan due to net exercises of stock options. 2020 Employee Stock Purchase Plan In June 2020, our Board adopted, and our stockholders approved, the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective on June 11, 2020. The 2020 ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. Employees enrolled in the 2020 ESPP purchase shares of common stock at a price per share equal to 85% of the lower of the fair market value at the start or end of the six-month purchase periods within the two-year offering period. A total of 650,000 shares of common stock were approved to be initially reserved for issuance under the 2020 ESPP. In addition, the number of shares of common stock available for issuance under the 2020 ESPP is automatically increased on the first day of each calendar year during the 10-year term of the 2020 Plan, beginning with January 1, 2021 and ending with January 1, 2030, by an amount of 1% of the outstanding number of shares of our common stock on December 31 of the preceding calendar year or such lesser amount as determined by our Board. During the years ended December 31, 2024, 2023 and 2022, employees purchased 90,517, 76,275, and 61,709 shares of common stock through our 2020 ESPP, at an average price of $38.60, $26.71, and $16.75 per share, respectively. As of December 31, 2024, a total of 2,167,228 shares of our common stock remain available for future issuance under our 2020 ESPP. Stock-based Compensation The following assumptions were used in the Black-Scholes options pricing model for stock options and ESPP; and the Monte Carlo simulation model for PCSOs and PSUs to estimate our stock-based compensation expense, respectively. Year Ended December 31, 2024 2023 2022 Expected volatility Stock Options 69.2% - 71.1% 71.3% - 74.0% 78.1% - 85.1% ESPP 38.1% - 62.7% 38.1% - 99.7% 78.8% - 99.7% PCSOs 61.6% * * PSUs 59.9% * * Expected term (in years) Stock Options 5.3 - 5.4 5.3 - 5.4 5.3 - 5.5 ESPP 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 PCSOs 5.9 * * PSUs 5.9 * * Risk-free interest rate Stock Options 3.5% - 4.5% 3.5% - 4.6% 1.6% - 4.4% ESPP 4.3% - 5.4% 4.2% - 5.4% 0.1% - 4.7% PCSOs 4.2% * * PSUs 4.1% * * ______________________________________________________________ *No PCSOs or PSUs were granted in 2023 and 2022. Our expected dividend yield is zero as we have not declared and do not anticipate declaring any dividends. We recorded total stock-based compensation expense for the years ended December 31, 2024, 2023 and 2022 related to the 2014 Plan, the 2020 Plan and the 2020 ESPP in the consolidated statements of operations and allocated the amounts as follows: Year Ended December 31, 2024 2023 2022 (In thousands) Research and development $ 42,819 $ 23,275 $ 9,899 General and administrative 42,003 25,485 13,751 Total $ 84,822 $ 48,760 $ 23,650 As of December 31, 2024, there was $285.4 million of unrecognized stock-based compensation expense related to unvested employee and non-employee awards, which is expected to be recognized over a weighted-average period of 2.9 years. |