Stock-Based Compensation | Stock-Based Compensation 2017 Share Plan In April 2017, the Company adopted the 2017 Share Plan (the "2017 Plan") under which employees, directors, and consultants could be granted various forms of equity incentive compensation at the discretion of the board of directors, including stock options, restricted shares, RSUs, and SVAs. Stock options granted under the 2017 Plan have a contractual term of ten years and have varying vesting terms, but generally vest over a requisite service period of four years. The exercise price of the stock options granted may not be less than the par value of the common stock on the grant date for non-U.S. tax residents and may not be less than the fair market value of the common stock on the grant date for U.S. tax residents. In March 2021, the Company’s board of directors approved an amendment to the 2017 Plan to increase the number of shares of common stock reserved for issuance by 2,300,000 shares, for a total of 24,267,694 shares reserved. The 2017 Plan was terminated in connection with the Company’s IPO in April 2021, and the Company will not grant any additional awards under the 2017 Plan. However, the 2017 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2017 Plan. 2021 Equity Incentive Plan In March 2021, the board of directors adopted the 2021 Equity Incentive Plan (the "2021 Plan"), which became effective upon its approval by the board of directors, but for which no awards were eligible to be granted prior to the Company’s IPO in April 2021. The 2021 Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, and RSUs to the Company’s employees, directors, and consultants. The number of shares of the Company’s Class A common stock reserved for issuance under the 2021 Plan is 20,134,146 plus up to 19,892,067 shares of Class A common stock subject to awards under the Company’s 2017 Plan. In the event that the aggregate number of shares of Class A common stock that are available for issuance under the 2021 Plan as of the last day of a fiscal year is less than 5% of the Company's fully-diluted capitalization, then for the duration of the 2021 Plan, on the first day of each fiscal year of the Company thereafter, the number of shares of Class A common stock available for issuance under the 2021 Plan will automatically increase by either (i) 2.5% of the Company’s fully-diluted capitalization as of the last day of the immediately preceding fiscal year or (ii) such other amount as determined by the board of directors. 2021 Employee Stock Purchase Plan In March 2021, the board of directors adopted the 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which became effective upon the Company's IPO in April 2021. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. A total of 2,013,414 shares of the Company's Class A common stock have been reserved for future issuance under the 2021 ESPP, subject to annual increases authorized by the board of directors; however, the aggregate number of shares of Class A common stock that may be approved for issuance under the 2021 ESPP in any given fiscal year may not exceed 1% of the total number of shares of common stock issued and outstanding on the last business day of the prior fiscal year. The stock-based compensation expense recognized for the 2021 ESPP was $0.4 million during the three months ended March 31, 2022. During the three months ended March 31, 2021, no shares were purchased under the 2021 ESPP. During the three months ended March 31, 2022, 87,215 shares were purchased under the 2021 ESPP at a weighted-average price of $14.81 per share resulting in cash proceeds of $1.3 million. As of March 31, 2022, unrecognized stock-based compensation expense related to the 2021 ESPP was $0.9 million, which is expected to be recognized over a weighted-average period of 0.4 years. The estimated grant-date fair value of the ESPP purchase rights was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Three Months Ended March 31, 2022 Risk-free interest rate 0.60% Expected volatility 78.38% Expected term (in years) 0.50 Fair value of common stock $17.00 Stock Options A summary of the stock option activity, including the CEO Performance Award, for the three months ended March 31, 2022 is as follows (in thousands, except share amounts, per share amounts, and years): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 7,684,778 $ 12.91 9.04 $ 188,722 Exercised (534,019) $ 1.63 Cancelled/Forfeited (1,642,827) $ 19.33 Outstanding at March 31, 2022 5,507,932 $ 12.09 6.77 $ 30,556 Vested and exercisable at March 31, 2022 2,061,512 $ 5.68 7.00 $ 15,548 As of March 31, 2022, there was $24.0 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average service period of 2.76 years. The estimated grant-date fair value of the Company’s stock-based option awards was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Three Months Ended March 31, 2021 2022 Risk-free interest rate 0.33% - 1.04% — Expected volatility 50.00% — Expected term (in years) 4.05 - 6.22 — CEO Performance Award In March 2021, included in the stock options discussed above, the Company granted 1,150,000 stock option awards to its now former CEO with an exercise price of $14.14 per share and a contractual life of ten years that vest upon the attainment of both operational milestones (performance conditions) and market conditions, assuming continued employment as CEO through the vesting date (the “CEO Performance Award”). In March 2022, the Company underwent a change in CEO and the CEO Performance Awards were cancelled in connection with the separation of the former CEO. As a result, the Company reversed the historical stock-based compensation expense attributable to the CEO Performance Awards of $7.1 million. In connection with the separation of the former CEO, a total of 1,850,000 stock options were modified, of which 440,000 were vested as of the modification date. The terms of the modification allow for continued vesting of the unvested stock options for the twelve-month period following the separation date ("transition period"), subject to the provision of advisory services throughout the transition period. Upon the completion of such continuous services, all stock options subject to vesting shall become vested and exercisable. Each of the modified stock options, including those vested and outstanding as of the modification date, shall remain outstanding and exercisable until the earlier of: (x) the date on which any of the Company's outstanding stock options are terminated in connection with a corporate transaction, (y) the original expiration date applicable to such stock options, and (z) the second anniversary of the date on which the transition services with the Company are terminated. The Company determined the continuous service provisions were in-substance an acceleration of the unvested awards and the incremental cost related to the modified options was recorded immediately upon the separation date. Additionally, 175,000 outstanding and unvested RSUs had their vesting accelerated in full as of the separation date. As a result of these modifications, the Company recorded incremental stock compensation expense of $13.9 million during the three months ended March 31, 2022. RSUs The following table summarizes the activity related to RSUs for the three months ended March 31, 2022: RSUs Outstanding Weighted-Average Unvested and outstanding at December 31, 2021 5,949,798 $ 46.54 Granted 142,183 $ 22.26 Vested (627,927) $ 41.18 Cancelled (685,941) $ 49.98 Unvested and outstanding at March 31, 2022 4,778,113 $ 46.03 Vested and outstanding at March 31, 2022 190,028 $ 16.15 SVAs The following table summarizes the activity related to SVAs for the three months ended March 31, 2022: SVAs Outstanding Weighted-Average Unvested and outstanding at December 31, 2021 315,559 $ 5.29 Vested (84,478) $ 3.26 Cancelled (8,384) $ 2.97 Unvested and outstanding at March 31, 2022 222,697 $ 6.15 Vested and outstanding at March 31, 2022 — $ — As of March 31, 2022, there was $193.1 million of unrecognized stock-based compensation expense related to RSUs and SVAs, which is expected to be recognized over a weighted-average service period of 2.93 years. Early Exercise of Common Stock Options The Company’s board of directors authorized certain stock option holders to exercise unvested options to purchase shares of Class A common stock. Shares of Class A common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional paid-in capital as the underlying awards vest. Stock options that are early exercised are subject to repurchase in the event of the optionee’s termination of service, at the original issuance price, until the options are fully vested. As of March 31, 2022, 35,000 shares of Class A common stock were subject to repurchase at a weighted-average price of $4.20 per share. The cash proceeds received for unvested shares of common stock recorded within accrued expenses and other current liabilities in the condensed consolidated balance sheets were $0.1 million as of March 31, 2022. Stock-based Compensation Expense Total stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2021 2022 Research and development $ 1,669 $ 17,464 Selling, general and administrative 4,620 10,063 Total stock-based compensation expense $ 6,289 $ 27,527 |