Stock-based compensation | 9. Stock-based compensation Our 2017 Stock Incentive Plan, or the 2017 Plan, provided for us to grant incentive or nonstatutory stock options, restricted stock, restricted stock units and other equity awards to employees, non-employees and directors. In January 2020, the number of shares of common stock authorized for issuance under the 2017 Plan was increased from 8,407,405 shares to 10,275,717 shares. In May 2020 our board of directors adopted, and in June 2020 our stockholders approved, the 2020 Stock Incentive Plan, or the 2020 Plan, and, together with the 2017 Plan, or the Plans, which became effective on June 11, 2020. The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares of common stock reserved for issuance under the 2020 Plan is the sum of (1) 2,547,698 shares; plus (2) the number of shares (up to a maximum of 7,173,014 shares) as was equal to the sum of (x) the number of shares of common stock reserved for issuance under the 2017 Plan that remained available for grant under the 2017 Plan on June 11, 2020 and (y) the number of shares of common stock subject to outstanding awards granted under the 2017 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2021 and continuing until, and including, the fiscal year ending December 31, 2030, equal to the lesser of (i) 4% of the number of shares of common stock outstanding on such date, and (ii) an amount determined by the board of directors. In January 2021 and 2022, the number of shares of common stock authorized for issuance under the 2020 Plan was increased from 10,275,717 shares to 12,154,517 shares and from 12,154,517 shares to 14,433,745 shares, respectively. Upon the effectiveness of the 2020 Plan, we ceased granting additional awards under the 2017 Plan. The Plans are 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 on any award under the Plans are determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the Plans with service-based vesting conditions generally vest over four years and expire after ten years. The exercise price for stock options granted is not less than the fair value of common stock as of the date of grant. Prior to our IPO, fair value of common stock was determined by the board of directors. Subsequent to our IPO, fair value of common stock is based on quoted market prices. As of December 31, 2021, 2,650,622 shares remained available for future issuance under the 2020 Plan. Shares subject to outstanding awards granted under the Plans that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right will be available for future awards under the 2020 Plan. Stock option valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. We completed our IPO in 2020 and, accordingly, lack company-specific historical and implied volatility information. Therefore, we estimated our expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as we have adequate historical data regarding the volatility of our own traded stock price. For options with service-based vesting conditions, the expected term of our stock options was determined utilizing the “simplified” method for awards that qualified as “plain-vanilla” options. The risk-free interest rate was 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 was based on the fact that we have never paid cash dividends and do 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 options granted: Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.81 % 0.60 % 2.00 % Expected volatility 76.0 % 77.3 % 75.7 % Expected dividend yield — — — Expected term (in years) 6.0 6.0 6.0 The following table summarizes our stock option activity since December 31, 2020: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2020 5,241,770 $ 9.89 8.69 $ 99,467 Granted 2,151,439 28.70 Exercised (767,185) 4.25 Forfeited (420,936) 10.23 Outstanding as of December 31, 2021 6,205,088 $ 17.09 8.33 $ 5,140 Vested and expected to vest as of December 31, 2021 5,654,048 $ 18.25 8.34 $ 4,081 Options exercisable as of December 31, 2021 1,762,448 $ 10.07 7.49 $ 2,575 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 our common stock for those stock options that had strike prices lower than the fair value of our common stock. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019 was $18.81, $10.41, and $4.46 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2021, 2020, and 2019 was $19.4 million, $20.0 million and $0.1 million, respectively. Restricted common stock units We did not issue restricted stock units in the year ended December 31, 2021. During the year ended December 31, 2020, we issued 26,242 restricted stock units with a fair value of $0.5 million. The total fair value of restricted common stock units vested during the years ended December 31, 2021 and 2020 was approximately $0.2 million and $0.3 million, respectively. Restricted common stock awards We did not issue restricted stock awards in the year ended December 31, 2021. The following table summarizes our restricted common stock awards activity since December 31, 2020: Weighted Average Shares Grant Date Fair Value Unvested restricted common stock as of December 31, 2020 678,135 $ 1.28 Issued — — Vested (665,474) 1.22 Forfeited (1,578) 4.59 Unvested restricted common stock as of December 31, 2021 11,083 $ 4.59 The total fair value of restricted common stock awards vested during the years ended December 31, 2021, 2020, and 2019 was approximately $17.7 million, $15.8 million, and $7.0 million, respectively. Employee stock purchase plan In May 2020 our board of directors adopted, and in June 2020 our stockholders approved, the 2020 Employee Stock Purchase Plan, or the 2020 ESPP, which became effective June 11, 2020. The 2020 ESPP is administered by our board of directors or by a committee appointed by the board of directors. The 2020 ESPP provides participating employees with the opportunity to purchase shares of common stock through payroll deductions made over the term of the offering. The per-share purchase price at the end of each offering period is equal to the lesser of 85% of the closing price of our common stock at the beginning or end of the offering period. The number of shares of common stock reserved for issuance under the 2020 ESPP automatically increases on the first day of each fiscal year, beginning with the fiscal year that commenced on January 1, 2021 and continuing for each fiscal year until, and including the fiscal year commencing on, January 1, 2030, in an amount equal to the lowest of (1) 1,302,157 shares of common stock, (2) 1% of the number of shares of common stock outstanding on such date, and (3) an amount determined by the board of directors. In January 2021 and 2022, the number of shares of common stock authorized for issuance under the 2020 ESPP was increased from 481,231 shares to 950,931 shares and from 950,931 shares to 1,520,738 shares, respectively. 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 shares of common stock granted under the 2020 ESPP: Year Ended December 31, 2021 Risk-free interest rate 0.09 % Expected volatility 85.6 % Expected dividend yield — Expected term (in years) 0.5 Stock-Based Compensation We record compensation cost for all share-based payment arrangements, including employee, non-employee and director stock options and restricted common stock. We recorded stock-based compensation expense in the following expense categories of our consolidated statements of operations and comprehensive loss: Year Ended December 31, (in thousands) 2021 2020 2019 Research and development expenses $ 9,316 $ 4,301 $ 2,753 General and administrative expenses 8,541 4,111 1,454 Total $ 17,857 $ 8,412 $ 4,207 As of December 31, 2021, total unrecognized compensation cost related to unvested stock-based awards was $47.7 million, which is expected to be recognized over a weighted average period of 2.5 years. Additionally, as of December 31, 2021, we had unrecognized compensation cost related to unvested stock-based awards with performance-based vesting conditions for which performance has not been deemed probable of $1.8 million. |