Stock-Based Compensation | 10. Stock-Based Compensation Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Research and development $ 25,439 $ 22,351 $ 45,600 $ 39,282 General and administrative 15,422 14,049 29,437 24,373 Total $ 40,861 $ 36,400 $ 75,037 $ 63,655 Stock Option and Incentive Plans In April 2016, the Company adopted the Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and other stock-based awards. Recipients of incentive stock options and non-qualified stock options are eligible to purchase shares of the Company’s common stock at an exercise price equal to the fair value of such stock on the grant date. As of June 30, 2024 , there were 4,614,029 shares available for future issuance under the 2015 Plan. The number of shares reserved for issuance under the 2015 Plan will be cumulatively increased on each January 1 st by four percent of the number of shares of stock issued and outstanding on the immediately preceding December 31 st or such lesser number of shares of stock as determined by the board of directors. In June 2024, the Company adopted the 2024 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, RSAs, RSUs, unrestricted stock awards and dividend equivalent rights to individuals who are not employed by the Company. Recipients of non-qualified stock options are eligible to purchase shares of the Company’s common stock at an exercise price equal to the fair value of such stock on the grant date. In accordance with the Inducement Plan, 850,000 shares of common stock have been reserved for future issuance. No grants had been made under the Inducement Plan as of June 30, 2024. Restricted Stock Units The following table summarizes the Company’s RSU activity for the six months ended June 30, 2024: Number of Weighted Unvested restricted stock units as of December 31, 2023 4,041,753 $ 50.40 Granted 3,042,554 34.20 Vested ( 1,211,234 ) 51.67 Cancelled ( 501,576 ) 44.28 Unvested restricted stock units as of June 30, 2024 5,371,497 $ 41.51 Restricted Stock Units - Service Awards The Company awards RSUs with a service condition to all employees upon hire and as part of their annual grant. RSUs with a service condition granted under the 2015 Plan in 2024 and 2023 generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting annually over the remaining two years. In March 2024, the Company granted 2,157,921 RSUs with a service condition to employees as part of their annual grant, which have the potential to vest over a period of three years . The weighted average grant date fair value of these RSUs was $ 32.66 and the vesting start date for these RSUs was January 1, 2024. In March 2023, the Company granted 2,195,135 RSUs with a service condition to employees as part of their annual grant, which have the potential to vest over a period of three years . The weighted average grant date fair value of these RSUs was $ 40.75 and the vesting start date for these RSUs was January 1, 2023. Unvested restricted stock units as of June 30, 2024 in the table above includes 4,478,007 RSUs that are service-based. Restricted Stock Units - Market Awards In March 2024, 2023 and 2022, market-based RSUs were granted to senior executives as part of their annual grant . These RSUs have the potential to vest after a period of three years , with a vesting start date of January 1, 2024, 2023 and 2022, respectively, and the number of shares to be delivered will depend on the Company ’s Total Shareholder Return (“TSR” ), a market condition, over that period relative to a defined group of biotechnology companies. The number of market-based RSUs granted in March 2024, 2023 and 2022 was 235,858 , 181,743 and 55,144 , respectively. The grant date fair value for the market-based RSUs, calculated using a Monte Carlo valuation model, was $ 51.12 , $ 68.55 and $ 126.49 , respectively. The following assumptions were used to determine the grant date fair value for the three years, respectively: risk free interest rate: 4.28 %, 4.60 % and 1.44 %; expected volatility: 77.2 %, 84.34 % and 82.53 %. The expected term for all grants was approximately 3.0 years; the expected dividend yield was 0.0 %. Unvested restricted stock units as of June 30, 2024 in the table above includes 438,329 RSUs that are market-based. Restricted Stock Units - Performance-Based Awards with TSR Multiplier Also in March 2024, 444,117 performance-based RSUs ( “PSUs”) with a relative TSR modifier were granted to senior executives as part of their annual grant . These PSUs, to the extent earned, shall vest on January 1, 2027, and the number of shares to be delivered will be determined based upon the achievement of certain performance goals, which can range from 0 % to 200 %. Following the determination of the achievement of performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a TSR modifier, which can range from 75 % to 125 %. The grant date fair value for these PSUs, calculated using a Monte Carlo valuation model, was $ 36.16 . The following assumptions were used to determine the grant date fair value: risk free interest rate: 4.28 %; expected volatility: 77.2 %; expected term approximately 3.0 years; expected dividend yield: 0.0 %. The Company recognizes compensation expense ratably over the required service period based on its estimate of the number of shares that will vest based upon the probability of achieving the performance goals. Unvested restricted stock units as of June 30, 2024 in the table above includes 410,743 PSUs with a TSR multiplier. Restricted Stock Units - Performance-Based Awards In March 2022, the Company granted 66,296 performance-based RSUs to certain non-executive employees that would vest upon obtaining certain scientific milestones. There were two separate tranches, each attached to a different set of milestones. The milestone related to the first tranche, made up of 21,878 RSUs, was achieved in the first quarter of 2023 and these RSUs vested. The remaining performance milestones were considered not probable of achievement as of June 30, 2024 and, therefore, no related stock-based compensation was recorded during the period then ending. Unvested restricted stock units as of June 30, 2024 in the table above includes 44,418 performance-based RSUs. The weighted-average grant date fair value of all RSUs granted during the three and six months ended June 30, 2024 was $ 25.16 and $ 34.20 , respectively. The total fair value of RSUs vested (measured on the date of vesting) for the three and six months ended June 30, 2024 was $ 4.6 million and $ 35.5 million, respectively. The weighted-average grant date fair value of RSUs granted during the three and six months ended June 30, 2023 was $ 38.70 and $ 42.45 , respectively. The total fair value of RSUs vested (measured on the date of vesting) for the three and six months ended June 30, 2023 was $ 6.2 million and $ 18.3 million, respectively. As of June 30, 2024 , there was $ 156.1 million of unrecognized stock-based compensation expense related to all RSUs that are expected to vest. These costs are expected to be recognized over a weighted average remaining vesting period of 1.8 years . Stock Options The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 17.50 and $ 22.01 per option for those options granted during the three and six months ended June 30, 2024, respectively, and $ 29.80 and $ 28.92 per option for those options granted during the three and six months ended June 30, 2023, respectively . Weighted average assumptions used to apply this pricing model were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Risk-free interest rate 4.3 % 4.1 % 4.2 % 4.4 % Expected term 5.6 years 5.6 years 6.0 years 6.0 years Expected volatility of underlying stock 76.3 % 78.8 % 76.4 % 78.7 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Risk-free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with maturities approximately equal to the option’s expected term. Expected Term. The expected term represents the period that stock option awards are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate the expected term. Expected Volatility. Expected volatility is estimated based on actual movements in the Company’s stock price over the most recent historical periods, over the expected term of their stock option grants. Expected Dividend Yield. The Company has not paid cash dividends and has no intention to pay cash dividends in the future. Stock options generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining two years, unless they contain specific vesting provisions. The maximum term of stock options granted under the 2015 Plan is ten years. The following is a summary of stock option activity for the six months ended June 30, 2024: Number of Weighted Weighted Aggregate (In years) (In thousands) Outstanding at December 31, 2023 5,458,999 $ 50.38 6.65 $ 35,922 Granted 772,191 31.86 Exercised ( 190,246 ) 16.49 Forfeited ( 331,773 ) 77.99 Outstanding at June 30, 2024 5,709,171 $ 47.40 6.30 $ 15,820 Exercisable at June 30, 2024 4,290,920 $ 45.38 5.51 $ 15,812 The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the three and six months ended June 30, 2024 was $ 0.8 million and $ 2.0 million, respectively. The total intrinsic value of stock options exercised during the three and six months ended June 30, 2023 was $ 0.8 million and $ 1.9 million, respectively. As of June 30, 2024 , there was $ 43.5 million of unrecognized compensation cost related to stock options that have not yet vested which are expected to be recognized over a weighted average remaining vesting period of 1.22 years. Employee Stock Purchase Plan In May 2016, the Company adopted the 2016 Employee Stock Purchase Plan (the “2016 Plan”). The 2016 Plan allows eligible employees to purchase shares of the Company’s common stock on the last day of each predetermined six-month offering period at 85 % of the lower of the fair market value per share at the beginning or end of the applicable offering period. The 2016 Plan provides for six-month offering periods beginning in January and July of each year. As of June 30, 2024 , there were 989,736 shares available for future issuance under the 2016 Plan. The number of shares reserved for issuance under the 2016 Plan will be cumulatively increased on each January 1 st by the lesser of a) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31 st , b) 500,000 shares of common stock, or c) such lesser number of shares of common stock as determined by the board of directors. During the six months ended June 30, 2024 and 2023 the Company issued 87,751 and 69,631 shares of common stock under the 2016 Plan, respectively. The weighted-average purchase prices of shares issued under the 2016 Plan were $ 19.02 and $ 29.45 per share for the six-month periods ended June 30, 2024 and 2023, respectively. The fair value of shares under the 2016 Plan was estimated at the beginning of the offering period using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Risk-free interest rate 5.24 % 4.70 % 5.24 % 4.70 % Expected term 0.5 years 0.5 years 0.5 years 0.5 years Expected volatility of underlying stock 56.7 % 69.2 % 56.7 % 69.2 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % |