Stock-Based Compensation | 10. Stock-Based Compensation 2014 Stock Incentive Plan The Company’s 2014 Stock Incentive Plan (the “2014 Plan”) provided for the Company to sell or issue incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company. The 2014 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2014 Plan with service‑based vesting conditions generally vested over three or four years and expired after ten years. The 2014 Plan allowed for the early exercise of unvested stock options, subject to certain restrictions, including the ability of the Company to repurchase such options upon an option holder’s termination of employment with the Company if such options had not yet vested. Restricted stock granted under the 2014 Plan with service‑based vesting conditions generally vested over three or four years. The exercise price for stock options granted was not less than the fair value of common shares as determined by the board of directors as of the date of grant. The Company’s board of directors valued the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. Stock options were only granted under the 2014 Plan during the period that the Company was privately held. The total number of shares of common stock that could have been issued under the 2014 Plan was 19,152,328 shares, of which 47,447 shares remained available for future issuance prior to the effectiveness of the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan”). Upon effectiveness of the 2018 Plan in July 2018, the remaining shares available under the 2014 Plan ceased to be available for issuance and no future issuances will be made under the 2014 Plan. The shares of common stock underlying outstanding awards under the 2014 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) will be added to the shares of common stock available for issuance under the 2018 Plan. 2018 Equity Incentive Plan On July 6, 2018, the Company’s board of directors adopted, and its stockholders approved, the 2018 Plan, which became effective on July 16, 2018. The 2018 Plan provides for the grant of incentive stock options, non-qualified options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is 5,708,931, which shall be cumulatively increased on January 1, 2019 and each January 1 thereafter by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2018 Plan and the 2014 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. As of December 31, 2019, 3,334,533 shares remained available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 3,200,649 shares effective as of January 1, 2020. 2018 Employee Stock Purchase Plan On July 6, 2018, the Company’s board of directors adopted and its stockholders approved the 2018 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 16, 2018. A total of 951,488 shares of common stock were reserved for issuance under this plan. In addition, the number of shares of common stock that may be issued under the ESPP will automatically increase on January 1, 2019, and each January 1 thereafter through January 1, 2028, by the least of (i) 951,488 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the administrator of the Company’s ESPP. As of December 31, 2019, all 1,751,650 shares remained available for issuance under the 2018 ESPP. The number of authorized shares reserved for issuance under the ESPP was not increased on January 1, 2020. Stock Option Valuation Service-Based and Performance-Based Stock Options The fair value of stock option grants with service-based and performance-based vesting conditions is estimated using the Black-Scholes option-pricing model. The Company estimates expected volatility based on the historical volatility of publicly traded peer companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its traded stock price following our July 2018 IPO. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. For periods prior to the adoption of ASU 2018-07 on January 1, 2018, the expected term of stock options granted to non-employees was equal to the contractual term of the option award. Upon the adoption of ASU 2018-07 on January 1, 2018, the expected term of stock options granted to non-employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk‑free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock-based awards granted to employees, directors, and, in 2019 and 2018, non-employees: Year ended December 31, 2019 2018 2017 Risk-free interest rate 2.07 % 2.71 % 2.05 % Expected volatility 76.9 % 74.0 % 75.6 % Expected dividend yield — — — Expected term (in years) 6.06 6.21 6.39 The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock awards granted to non-employees, prior to the adoption of ASU 2018-07: Year ended December 31, 2017 Risk-free interest rate 2.02% - 2.31% Expected volatility 74% - 85% Expected dividend yield — Expected term (in years) 6 - 10 Fair value of common stock $0.19 - $6.28 The following table summarizes the Company’s service-based and performance-based option activity since December 31, 2018: Weighted Weighted average average Aggregate Number of exercise contractual intrinsic shares price term value (in years) (in thousands) Outstanding as of December 31, 2018 14,784,770 $ 8.93 8.89 $ 126,367 Granted 3,059,004 12.67 Exercised (1,449,309) 1.68 Forfeited (1,290,558) 8.58 Outstanding as of December 31, 2019 15,103,907 $ 10.41 8.22 $ 36,006 Vested and expected to vest as of December 31, 2019 15,103,907 $ 10.41 8.22 $ 36,006 Options exercisable as of December 31, 2019 5,182,808 $ 6.33 7.49 $ 21,743 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017 was $17.7 million, $3.7 million and $3.7 million, respectively. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2019, 2018 and 2017 was $8.58 per share, $8.71 per share and $2.74 per share, respectively. In April 2017, an executive officer early exercised an option to purchase 1,400,000 shares of common stock, at an exercise price of $0.18 per share, for cash proceeds of $0.1 million and a promissory note for $0.2 million (see Note 15). The employee received shares of restricted common stock upon such exercise. The unvested shares of restricted common stock issued upon exercise are subject to the Company’s repurchase right at the lesser of the original exercise price per share or the fair value of such shares on the repurchase date. The $0.1 million of cash proceeds from the early exercise of this stock option was recorded as a liability in the Company’s consolidated balance sheet and will be reclassified to stockholders’ equity (deficit) as the shares vest and the Company’s repurchase rights related to such shares lapse. The promissory note was partial-recourse, but was treated as nonrecourse for accounting purposes. As a result, (i) this early exercise of common stock with a promissory note continued to be accounted for as an outstanding stock option and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. Stock-based compensation expense related to this award is being recognized over the requisite service period of the award based on the grant-date fair value of the award, which was determined using the Black-Scholes option-pricing model. On June 21, 2018, the principal balance of $0.2 million and all interest that had accrued thereon, totaling less than $0.1 million, was repaid in full by the executive officer and the promissory note was terminated (see Note 15). The portion of the repayment that was associated with vested shares for which the Company’s repurchase obligations had lapsed was recorded to stockholders’ equity (deficit) and the remaining amount was recorded as a liability in the consolidated balance sheet and will be recorded to stockholders’ equity (deficit) as the shares vest and the Company’s repurchase rights related to such shares lapse . Market-Based Stock Options The fair value of stock option grants with market-based vesting conditions is estimated using a Monte Carlo simulation model . In October 2018, the Company granted to an executive officer an option to purchase 164,400 shares of common stock (“Option A”) at an exercise price of $16.43 per share, vesting upon the achievement of a specified thirty-day average closing price of its common stock and the satisfaction of service-based vesting conditions, and an option to purchase 193,400 shares of common stock (“Option B”) at an exercise price of $16.43 per share, vesting upon the achievement of a specified thirty-day average closing price of its common stock and the achievement of certain other performance-based vesting conditions. The Company used a Monte Carlo simulation model to estimate the grant-date fair value of the awards. Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility based on a combination of the Company’s historical stock volatility since its July 2018 IPO and the historical volatility of a publicly traded set of peer companies and the estimated period to achievement of the market condition. Stock-based compensation expense for Option A is being recognized using the graded-vesting method over the longer of the derived service period from the market condition or the explicit service period required to be completed for each vesting tranche. Stock-based compensation expense for Option B will be recognized when the achievement of the performance-based vesting conditions become probable regardless of whether the market condition has been achieved. The aggregate grant date fair value of these options was $4.3 million. During the years ended December 31, 2019 and 2018 the Company recorded stock-based compensation expense on Option A of $0.9 million and $0.2 million, respectively. No stock-based compensation expense has been recorded on Option B, as the performance-based vesting conditions have not yet been determined to be probable. The following table presents, on a weighted average basis, the assumptions used in the Monte Carlo simulation model to determine the fair value of stock-based awards granted to employees : Year ended December 31, 2018 Risk-free interest rate 3.15 % Expected volatility 69.0 % Expected dividend yield — Derived service period (in years) 2.30 The weighted average grant-date fair value of stock options with market-based vesting conditions granted during the year ended December 31, 2018 was $11.88 per share. The Company did not grant market-based stock options during the year ended December 31, 2019. During the years ended December 31, 2019, none of the outstanding stock awards with market-based vesting conditions were exercised, forfeited or vested and they had no intrinsic value at December 31, 2019. Restricted Common Stock Awards The Company has granted restricted common stock with service-based vesting conditions. Shares of unvested restricted common stock may not be sold or transferred by the holder. These restrictions lapse according to the time-based vesting conditions of each award. The following table summarizes the Company’s restricted common stock award activity since December 31, 2018: Weighted average grant‑date Shares fair value Unvested restricted common stock as of December 31, 2018 1,559,401 $ 0.502 Issued — — Vested (1,258,837) 0.519 Forfeited (201,250) 0.387 Unvested restricted common stock as of December 31, 2019 99,314 $ 0.526 In the table above, the number of shares of unvested restricted common stock outstanding as of December 31, 2018 excludes 670,834 shares of restricted common stock that remained unvested as of that date related to the early exercise of a stock option during the year ended December 31, 2017 in exchange for 1,400,000 shares of restricted common stock. During 2019, 466,667 shares of unvested restricted common stock remaining from that early exercise were repurchased by the Company. As of December 31, 2019, shares of unvested restricted common stock awards totaled 99,314 shares. The aggregate intrinsic value of restricted stock awards is calculated as the positive difference between the prices paid, if any, of the restricted stock awards and the fair value of the Company’s common stock. The aggregate intrinsic value of restricted stock awards that vested during the years ended December 31, 2019, 2018 and 2017 was $16.3 million, $34.0 million and $0.9 million, respectively. In April 2017, the Company issued 460,000 shares of restricted common stock, at a price of $0.19 per share, to an executive officer in exchange for a promissory note in the principal amount of $0.1 million. The promissory note was partial-recourse, but was treated as nonrecourse for accounting purposes and, as such, (i) this purchase of common stock with a promissory note was accounted for as if it were a stock option grant and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. Stock-based compensation expense related to this award is being recognized over the requisite service period of the award based on the grant-date fair value of the award, which was determined using the Black-Scholes option-pricing model. On June 21, 2018, the principal balance of $0.1 million and all interest that had accrued thereon, totaling less than $0.1 million, was repaid in full by the executive officer and the promissory note was terminated (see Note 15). In January 2017 and May 2017, the Company issued 3,667,014 shares and 1,100,000 shares, respectively, of restricted common stock at prices of $0.19 per share and $1.65 per share, respectively, to the chairman of the Company’s board of directors in exchange for two promissory notes totaling $2.5 million. The promissory notes are partial-recourse, but were treated as nonrecourse for accounting purposes and, as such, (i) each of these purchases of common stock with a promissory note was accounted for as if it were a stock option grant and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. All of the stock-based awards issued to the chairman of the Company’s board of directors were issued for his services as a consultant and prior to the adoption of ASU 2018-07, which was effective January 1, 2018, were being accounted for as non-employee stock-based awards. As a result, stock-based compensation expense related to the awards was being recognized over the requisite service period of the award based on the remeasured fair value of the award at each reporting period until the award vested, which was determined using the Black-Scholes option-pricing model. Upon the adoption of ASU 2018-07, the Company valued the remaining unvested options issued to non-employees as of January 1, 2018 and is recognizing stock-based compensation over the remaining vesting period. Effective January 1, 2018, the Company no longer remeasures the fair value of options granted to non-employees at each reporting period end (see Note 2). On June 21, 2018, the aggregate principal balance of both promissory notes of $2.5 million and all interest that had accrued thereon, totaling $0.1 million, was forgiven by the Company and the promissory notes were terminated (see Note 15). The forgiveness of these promissory notes by the Company was treated as an option modification and resulted in the recognition of incremental stock-based compensation expense of $1.5 million during the year ended December 31, 2018, which represents the change in the fair value of the award on the modification date. The aggregate amount of stock-based compensation expense related to these restricted stock awards recognized during the years ended December 31, 2019 and 2018 was $7.6 million and $7.3 million, respectively. Stock-based compensation expense related to these awards will continue to be recognized over the requisite service period of the awards. Restricted Stock Units The Company has also granted restricted stock units to its employees. During the year ended December 31, 2019, the Company granted restricted stock units to employees that were subject to time-based vesting conditions that lapse over three years from date of grant. Restricted stock units with time-based vesting conditions are valued on the grant date using the grant date market price of the underlying shares. The following table summarizes the Company’s restricted stock unit activity since December 31, 2018: Weighted average grant‑date Shares fair value Unvested restricted common stock as of December 31, 2018 — $ — Issued 277,200 10.660 Vested — — Forfeited — — Unvested restricted common stock as of December 31, 2019 277,200 $ 10.660 No outstanding restricted stock units vested or were forfeited during the year ended December 31, 2019. Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Year ended December 31, 2019 2018 2017 Research and development expenses $ 9,011 $ 3,787 $ 1,756 General and administrative expenses 32,260 23,741 16,147 $ 41,271 $ 27,528 $ 17,903 In October 2017, the Company issued 213,439 shares of common stock to the Company’s chairman of its board of directors as payment of a one‑time bonus that was payable, at his election, in cash or shares of common stock. The shares were issued out of the 2014 Plan. In connection with this issuance, the Company recorded $1.0 million of stock‑based compensation expense, equal to the aggregate fair value of this common stock on the date of issuance. Stock-based compensation expense for the year ended December 31, 2018 includes $2.2 million of stock-based compensation expense related to options for the purchase of an aggregate of 447,000 shares of common stock that have non-market, performance-based vesting conditions for which the performance condition was achieved during the year ended December 31, 2018. During 2019, options for the purchase of 257,854 shares of common stock were canceled before the performance conditions were met. As of December 31, 2019, the Company has no outstanding options with non-market, performance-based vesting conditions. As of December 31, 2019 , total unrecognized compensation cost related to unvested stock‑based awards was $70.6 million, which is expected to be recognized over a weighted average period of 2.2 years. |