Share-Based Compensation | 9. Share‑Based Compensation 2018 Incentive Award Plan In May 2018, the Company’s board of directors and shareholders approved the 2018 Incentive Award Plan (the “2018 Plan”), which became effective on May 23, 2018. The 2018 plan provides for the grant of incentive options, nonqualified options, share appreciation rights, restricted shares, dividend equivalents, restricted share units and other share- or cash- based awards. Upon the effectiveness of the 2018 Plan, the Company ceased granting awards under its 2015 Equity Incentive Plan (as amended, the “2015 Plan” together with the 2018 Plan, the “Plans”). A total of 4,466,500 Class A common shares were initially reserved for issuance under the 2018 Plan. The number of Class A common shares that may be issued under the 2018 Plan will automatically increase on each January 1, beginning in 2019 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the lesser of (i) 4% of the Class A common shares outstanding (on an as‑converted basis) on the final day of the immediately preceding calendar year and (ii) a smaller number of Class A common shares determined by the Company’s board of directors. In 2019, the board of directors approved an increase of 1,979,586 shares, equal to 4% of the as-converted Class A common shares outstanding on December 31, 2018. No more than 27,915,000 Class A common shares may be issued under the 2018 Plan upon the exercise of incentive options. The Class A common shares underlying any awards issued under the 2018 Plan or the 2015 Plan that on or after the effective date of the 2018 Plan expire, lapse unexercised or are terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited under the 2018 Plan or the 2015 Plan will be added back to the Class A common shares available for issuance under the 2018 Plan. As of December 31, 2019, 2,145,907 shares remained available for future grant. Rilonacept Long-Term Incentive Plan In December 2019, the compensation committee of the Company’s board of directors approved the Company’s Rilonacept Long-Term Incentive Plan (“RLTIP”) under the Company’s 2018 Plan to incentivize eligible employees of the Company or any of its subsidiaries to achieve U.S. Food and Drug Administration (“FDA”) approval for the commercial sale and marketing of rilonacept for the treatment of recurrent pericarditis in the United States (“RLTIP Milestone”). The RLTIP provides for the potential to receive a cash award and two grants of restricted share unit (“RSU”) awards covering Class A common shares under the 2018 Plan. The target award value for each of the cash award and the two RSU awards will be equal to one-third of a participant’s annual target bonus for the year of grant, as determined in accordance with the RLTIP. Depending on the date-range within which the RLTIP Milestone is achieved (such date the “Achievement Date”) occurs, the RLTIP provides for (i) an earnout percentage that can be achieved as to 100%, 50%, 25% or 0% and (ii) an upside earnout percentage that can be achieved as to 50%, 25% or 0%. No awards will be earned or vest, and the second RSU award will not be granted, in the event the Achievement Date does not occur by a specified date. The cash award is eligible to be earned and vested upon the Achievement Date with respect to an amount determined in accordance with the RLTIP based on the earnout percentage. The number of Class A common shares issuable under the first RSU award (“First RSU Award”) as a result of the RLTIP Milestone will be determined in accordance with the RLTIP based on the earnout percentage, and such RSUs will vest on the first anniversary of the Achievement Date, subject to continued employment on such date. The second RSU award will be granted on the Achievement Date with respect to a number of shares determined in accordance with the RLTIP, based on both the earnout percentage and the upside earnout percentage, and will vest on the second anniversary of the Achievement Date, subject to continued employment through such date. 2015 Equity Incentive Plan Until May 23, 2018 (the effective date of the 2018 Plan), the 2015 Plan provided for the Company to grant qualified incentive options, nonqualified options, share grants and other share‑based awards to employees and non‑employees to purchase the Company’s Class A common shares. On the effective date of the 2018 Plan, the Company ceased granting awards under the 2015 Plan. At that time, the 4,691,213 shares of Class A common shares subject to outstanding awards under the 2015 Plan remained reserved for issuance under the plan pursuant such awards and the 92,170 Class A common shares that had been available for future grant under the 2015 Plan were no longer authorized and reserved for issuance or available for future grant under the 2015 Plan. As of December 31, 2019, there were 4,125,923 shares of Class A common shares subject to outstanding awards under the 2015 Plan and reserved for issuance under the 2015 Plan pursuant such awards. On May 23, 2018, the effective date of the 2018 Plan, the Company ceased granting awards under the 2015 Plan and no Class A common shares were available for future grant under the 2015 Plan in connection with the 2018 Plan becoming effective. The exercise price for incentive options was determined by the Company’s board of directors. All incentive options granted to any person possessing 10% or less of the total combined voting power of all classes of shares could not have an exercise price of less than 100% of the fair market value of the Class A common shares on the grant date. All incentive options granted to any person possessing more than 10% of the total combined voting power of all classes of shares could not have an exercise price of less than 110% of the fair market value of the Class A common shares on the grant date. The option term for incentive awards could not be greater than 10 years. Incentive options granted to persons possessing more than 10% of the total combined voting power of all classes of shares could not have an option term of greater than five years. The vesting period for equity‑based awards was determined by the board of directors, which was generally four to six years. For awards granted to employees and non‑employees with four‑year vesting terms, 25% of the option vests on the first anniversary of the grant date and the remaining shares vest equally each month for three years thereafter. For awards granted to employees with six‑year vesting terms, 16% of the option vests on the first anniversary of the grant date and the remaining shares vest based on a predetermined vesting schedule for five years thereafter. Shares that are expired, terminated, surrendered or canceled under the 2015 Plan without having been fully exercised become be available for future awards under the 2018 Plan. Share Option Grants During the Years Ended December 31, 2019 and 2018 During the years ended December 31, 2019 and 2018, the Company granted options to purchase 3,605,388 and 3,114,139 Class A common shares, respectively, to employees and directors. The Company recorded share‑based compensation expense for options granted to employees and directors of $13,322 and $5,464 during the years ended December 31, 2019 and 2018, respectively. During the years ended December 31, 2019 and 2018, the Company granted options to purchase 3,200 and 4,000 Class A common shares, respectively, to non‑employees. The Company recorded share‑based compensation expense for options granted to non‑employees of $94 and $130 during the years ended December 31, 2019 and 2018, respectively. 2018 Employee Share Purchase Plan In May 2018, the Company’s board of directors and shareholders approved the 2018 Employee Share Purchase Plan (the “2018 ESPP”), which became effective on May 23, 2018. A total of 670,000 Class A common shares were initially reserved for issuance under the 2018 ESPP. The number of Class A common shares that may be issued under the 2018 ESPP will automatically increase on each January 1, beginning in 2019 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the lesser of (i) 1% of the Class A common shares outstanding (on an as‑converted basis) on the final day of the immediately preceding calendar year and (ii) a smaller number of Class A common shares determined by the Company’s board of directors, provided that no more than 6,420,000 Class A common shares may be issued under the 2018 ESPP. As of December 31, 2019, 598,334 Class A common shares were available for future issuance under the 2018 ESPP. In December 2019, the Company’s board of directors determined that the January 1, 2020 automatic increase in shares available under the 2018 ESPP would be zero shares. Option Valuation The assumptions that the Company used to determine the grant‑date fair value of options granted to employees and directors under the 2015 Plan and the 2018 Plan (collectively, the “Plans”) during the years ended December 31, 2019 and 2018 were as follows, presented on a weighted‑average basis: Years Ended December 31, 2019 2018 Risk-free interest rate 2.07 % 2.82 % Expected term (in years) 6.22 6.40 Expected volatility 79.14 % 75.04 % Expected dividend yield % % The assumptions that the Company used to determine the fair value of options granted to non-employees were as follows, presented on a weighted-average basis: Years Ended December 31, 2019 2018 Risk-free interest rate 1.38 % 2.91 % Expected term (in years) 2.77 7.35 Expected volatility 68.17 % 74.18 % Expected dividend yield % % Options Through December 31, 2017, all options granted by the Company under the 2015 Plan were for the purchase of Class A common shares. Until May 23, 2018 (the effective date of the 2018 Plan), the 2015 Plan provided for the Company to grant qualified incentive share options, nonqualified share options, share grants and other share‑based awards to employees, directors, and consultants to purchase the Company’s Class A common shares. On May 23, 2018, the Company ceased granting awards under the 2015 Plan. At that time, shares of Class A common shares subject to outstanding awards under the 2015 Plan remained reserved for issuance under the plan pursuant such awards and shares of Class A common shares that had been available for future grant under the 2015 Plan were no longer authorized and reserved for issuance or available for future grant under the 2015 Plan. However, the 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Class A common shares subject to awards granted under the 2015 Plan that are forfeited, lapse unexercised or are settled in cash become available for issuance under the 2018 Plan. The following table summarizes option activity for the year ended December 31, 2019: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value (in years) Outstanding as of December 31, 2018 5,960,939 $ 10.25 8.56 $ 108,352 Granted 3,608,588 $ 13.44 Exercised (150,253) $ 3.93 Forfeited (927,540) $ 15.26 Outstanding as of December 31, 2019 8,491,734 $ 11.17 7.88 $ 27,217 Options exercisable as of December 31, 2019 3,373,659 $ 7.29 6.24 $ 19,903 Options unvested as of December 31, 2019 5,118,075 $ 13.74 8.96 $ 7,314 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common shares for those options that had exercise prices lower than the fair value of the Company’s common shares. During the year ended December 31, 2019, option holders exercised 150,253 options for Class A common shares with an intrinsic value of $1,776 for total cash proceeds to the Company of $590. During the year ended December 31, 2018, option holders exercised 25,683 options for Class A common shares with an intrinsic value of $411 for total cash proceeds to the Company of $87. The weighted-average grant-date fair value per share of options granted during the years ended December 31, 2019 and 2018 was $9.36 and $11.96, respectively. The total fair value of options vested during the years ended December 31, 2019 and 2018 was $13,997 and $2,255, respectively. Restricted Shares Under terms of the Class A and Class B restricted share agreements covering the Class A and Class B common shares, the restricted shares vest over a four‑year period during which time the Company has the right to repurchase up to all unvested shares at the amount paid if the relationship between the recipient and the Company ceases. Subject to the continued employment (or other engagement of the recipient by the Company as described in the restricted share agreements), all of the restricted common shares became fully vested within four years of the date of issuance. The following table summarizes restricted share activity for the year ended December 31, 2019: Class A Class B Weighted Weighted Average Average Number of Grant Date Number of Grant Date Shares Fair Value Shares Fair Value Unvested restricted shares outstanding as of December 31, 2018 133,812 $ 0.000273235 743,407 $ 0.000273235 Granted — — — — Vested (133,812) $ 0.000273235 (743,407) $ 0.000273235 Unvested restricted shares outstanding as of December 31, 2019 — — — — The aggregate fair value of restricted shares that vested during the years ended December 31, 2019 and 2018 was $12,154 and $15,182, respectively. Restricted Share Units An RSU represents the right to receive one share of the Company’s Class A common share upon vesting of the RSU. The fair value of each RSU is based on the closing price of the Company’s Class A common shares on the date of grant. In December 2019, the Company granted RSUs with service conditions that vest in one installment provided that the recipient remains employed with the Company (“Time-Based RSUs”) through December 31, 2020. During the year ended December 31, 2019, the Company also granted the First RSU Award as part of the RLTIP, which becomes eligible to vest upon the Achievement Date and will vest upon the first anniversary of such date, subject to the recipient’s continued employment through that date. In the event the RLTIP Milestone is not achieved, none of the First RSU Award will vest. The grant-date fair value of the Time-Based RSUs granted in 2019 was $1,250 and will be recognized on a straight-line basis through the vest date for these shares. For the year ended December 31, 2019, the Company recognized $65 in Time-Based RSU expense. The grant-date fair value of the First RSU Award was $2,994 and will be recognized when the RLTIP Milestone is deemed probable of achievement through the date the First RSU Award will vest. During the year ended December 31, 2019, the Company did not recognize compensation expense related to the First RSU Award, as achievement of the RLTIP Milestone was determined to be not probable. The following table summarizes RSU activity for the year ended December 31, 2019: Weighted Average Number of Grant Date Shares Fair Value Unvested RSUs as of December 31, 2018 — $ — Granted 328,296 $ 12.93 Vested — $ — Forfeited — $ — Unvested RSUs as of December 31, 2019 328,296 $ 12.93 Share-Based Compensation Share‑based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows: Years Ended December 31, 2019 2018 Research and development expenses $ 5,746 $ 2,285 General and administrative expenses 9,334 3,416 $ 15,080 $ 5,701 As of December 31, 2019, total unrecognized compensation cost related to the unvested option-based awards was $44,185, which is expected to be recognized over a weighted average remaining period of 3.1 years. As of December 31, 2019, total unrecognized compensation cost related to the unvested Time-Based RSUs was $1,185, which is expected to be recognized over a weighted average remaining period of 1.0 year. As of December 31, 2019, total unrecognized compensation cost related to the First RSU Award was $2,994, which will be recognized when the RLTIP Milestone is deemed probable of achievement through the date the First RSU Award vests . |