Equity-Based Compensation | Equity Based Compensation The Company recorded total equity-based compensation expense for the periods presented as follows: Year Ended December 31, (in thousands) 2021 2020 2019 Research and development $ 14,664 $ 3,055 $ 731 General and administrative 23,780 6,979 2,378 Total equity compensation expense $ 38,444 $ 10,034 $ 3,109 2019 Equity Incentive Plan The 2019 Equity Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards and dividend equivalent rights to the Company’s officers, employees, directors and other key persons (including consultants). The number of shares available for issuance under the 2019 Equity Incentive Plan is cumulatively increased each January 1, through and including January 1, 2030, by 5% 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 compensation committee. The terms of stock options and restricted stock awards, including vesting requirements, are determined by the Board of Directors or its delegates, subject to the provisions of the 2019 Equity Incentive Plan. Stock options and restricted stock awards granted by the Company to employees generally vest over three As of December 31, 2021, there were 4,061,466 shares available for future issuance under the 2019 Equity Incentive Plan. 2019 Private Company Plan On March 29, 2019, the Company adopted the 2019 Stock Option and Incentive Plan, or the 2019 Private Company Plan, in connection with the Reorganization. In connection with the adoption of the 2019 Private Company Plan, all outstanding incentive units and unit options, granted under the 2018 Equity Plan, were exchanged for stock options and restricted stock under the 2019 Private Company Plan. In connection with the IPO no modification was triggered for the 2019 Private Company Plan and upon the effectiveness of the 2019 Equity Incentive Plan no further grants can be made under the 2019 Private Company Plan. However, 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 2019 Private Company Plan will be added back to the shares of common stock available for issuance under the 2019 Equity Incentive Plan. 2018 Equity Plan In January 2018, the Company adopted the 2018 Equity Incentive Plan, or the 2018 Equity Plan. On March 19, 2019, the Company modified its operating agreement to allow for the award of unit options. In connection with the adoption of the 2019 Private Company Plan, as noted above, all outstanding awards were exchanged for identical awards under the 2019 Private Company Plan. No further grants can be made under the 2018 Equity Plan. 2019 Employee Stock Purchase Plan On August 30, 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan, or the ESPP, which became effective immediately preceding the effectiveness of the Company’s registration statement on September 12, 2019 in connection with the IPO. A total of 442,153 shares of common stock were reserved for issuance under the ESPP. In addition, the number of shares of common stock that may be issued under the ESPP will automatically increase each January 1, through and including January 1, 2028, by the lesser of (i) 663,229 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 determined by the administrator of the ESPP. As of December 31, 2021, there were 1,360,410 shares reserved for issuance under the ESPP. No offering periods under the ESPP had been initiated as of December 31, 2021. Stock Options A summary of the changes in the Company’s unit options for the period December 31, 2018 through the Reorganization is as follows: Number of Awards Weighted Average Exercise Outstanding at December 31, 2018 — — Granted 148,415 $ 1.65 Outstanding at March 29, 2019 148,415 1.65 A summary of the changes in the Company’s stock options during the period of Reorganization through December 31, 2021 is as follows: Shares Weighted Average Exercise Weighted Intrinsic Aggregate Outstanding at March 29, 2019 148,415 $ 1.65 — — Granted 3,177,233 5.21 — — Exercised (9,080) 2.30 — — Forfeited/cancelled (90,843) 2.18 — — Outstanding at December 31, 2019 3,225,725 5.08 9.4 107,771,472 Granted 1,580,788 35.90 — — Exercised (190,484) 4.69 — — Forfeited/cancelled (110,483) 23.49 — — Outstanding at December 31, 2020 4,505,546 15.51 8.7 256,860,405 Granted 2,547,813 73.37 — — Exercised (151,643) 7.62 — — Forfeited/cancelled (188,303) 37.34 — — Outstanding at December 31, 2021 6,713,413 37.03 8.2 196,012,147 Exercisable at December 31, 2021 2,736,057 17.86 7.4 122,887,280 Aggregate intrinsic value is calculated by subtracting the exercise price of the option from the closing price of the Company’s common stock on closing date, multiplied by the number of shares per each option. Assumptions used in determining the fair value of the stock options granted in 2021 include risk-free interest rates of 0.50% – 1.33%, expected dividend yield of 0.00%, expected term in years of 5.5 years - 6.1 years and expected volatility of 70.0% - 75.0%. 2019 CEO Performance Award In June 2019, the Company’s CEO received an award of 176,411 stock options, or the 2019 CEO Performance Award. The 2019 CEO Performance Award can vest over 48 monthly installments based on four years of service, a performance condition (a liquidity event, such as an IPO) and market conditions, assuming continued employment and service through each vesting date. During the vesting period of four years, the 2019 CEO Performance Award is not earned unless the market condition is achieved on each vesting date. If the market condition is not achieved on a vesting date, but is achieved on a future vesting date, the award is earned for the entire period since the last date that such market condition was achieved. All or a portion of the award can be earned following the initial four-year service period if the market condition is next achieved after such four-year service period and Mr. Islam remains in continuous service. The market condition and performance condition are satisfied when the Company’s common stock is listed on a U.S. national securities exchange and achieves a 60-trading day average closing price of at least $28.49 per share (as adjusted for stock splits, recapitalizations, and similar events). During the year ended December 31, 2021, 44,103 options of the CEO performance award became exercisable upon the satisfaction of the market condition applicable to this award. At December 31, 2021, the total unrecognized compensation expense related to unvested stock options was $117.8 million, which the Company expects to recognize over a weighted-average remaining period of approximately 2.7 years. For the year ended December 31, 2021, total stock compensation expense for stock options was $33.0 million. Restricted Stock A summary of the changes in the Company’s incentive units for the period December 31, 2018 through the Reorganization is as follows: Number of Units Weighted Unvested and outstanding at December 31, 2018 2,503,744 $ 1.25 Vested (228,209) 0.81 Forfeited (12,570) 1.45 Unvested and outstanding at March 29, 2019 2,262,965 1.24 A summary of the changes in the Company’s restricted stock during the period from Reorganization through December 31, 2021 is as follows: Number Weighted Unvested and outstanding at March 29, 2019 2,262,965 $ 1.24 Vested (737,530) 1.26 Forfeited (235,998) 1.36 Unvested and outstanding at December 31, 2019 1,289,437 1.21 Vested (588,345) 1.14 Forfeited (14,224) 1.45 Unvested and outstanding at December 31, 2020 686,868 1.26 Granted 332,226 73.31 Vested (493,309) 1.19 Forfeited (55,475) 13.75 Unvested and outstanding at December 31, 2021 470,310 50.76 At December 31, 2021, the total unrecognized compensation expense related to unvested restricted stock was $18.5 million, which the Company expects to recognize over a weighted-average remaining period of approximately 1.73 years. For the year ended December 31, 2021, total restricted stock compensation expense was $5.4 million. |