Share-based Compensation | 9. Share-Based Compensation Prior to the Conversion, Day One Holding LLC granted incentive shares under the Incentive Share Plan and was authorized to issue 8,924,177 incentive shares. Incentive shares were a separate non-voting class of shares that participated in distributions only after incentive shares vested, unless it was approved by the board of directors and included at least two of the preferred members, and a participation threshold was met. The incentive shares represented profits interests in Day One Holding LLC, which was an interest in the increase in the Company’s value over the participation threshold, as defined in its operating agreement and as determined at the time of grant. A holder of incentive shares had the right to participate in distributions of profits only in excess of the participation threshold. The participation threshold was based on the valuation of the Company’s common shares on or around the grant date. The fair value of the incentive shares was estimated using an option pricing model with the following assumptions: Year Ended December 31, 2021 2020 Common share fair value $ 6.36 - $ 8.89 $ 0.85 - $ 2.10 Participating threshold $ 6.36 - $ 7.51 $ 0.27 Risk free rate 0.14 % 0.16 % - 0.30 % Volatility 72.90 % 78.00 % - 80.00 % Time to liquidity (in years) 0.20 - 1.80 3.03 - 3.33 Grant date fair value $ 4.24 - $ 4.52 $ 0.71 - $ 1.67 During the Conversion, the Company converted all incentive shares to vested and unvested shares of common stock. As such, there was no incentive shares activity for the year ended December 31, 2022. The Company used the option pricing model to estimate the fair value of each incentive shares award on the date of grant. The members’ equity value was based on a recent enterprise valuation analysis performed and common share fair value. The participation threshold amounts were determined by the board of directors at the time of grant. The expected life of the awards granted during the period was determined based on an expected time to the liquidation event. The Company applied the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant. Fair Value of Common Share Prior to the IPO, management’s approach to estimate the fair value of the common share was consistent with the methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation , or the Practice Aid, considering a number of objective and subjective factors including: valuations of common shares performed with the assistance of independent third-party valuation specialists; the Company’s stage of development and business strategy, including the status of research and development efforts, and the material risks related to the business and industry; the Company’s results of operations and financial position, including levels of available capital resources; the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as recently completed mergers and acquisitions of peer companies; the lack of marketability of the common shares; the prices of redeemable convertible preferred shares sold to investors in arm’s length transactions and the rights, preferences, and privileges of the Company’s redeemable convertible preferred shares relative to those of common shares; the likelihood of achieving a liquidity event for the holders of the common and redeemable convertible preferred shares, such as an initial public offering or a sale, given prevailing market conditions. The fair value of the common shares was approved by the board of directors until such time as the Company shares were listed on an established stock exchange or national market system. The incentive shares were classified as equity awards and share-based compensation expense was based on the grant date fair value of the award. The following table provides a summary of the incentive shares activity: Number of Weighted Average Outstanding as of December 31, 2020 4,112,017 $ 1.26 Granted 2,959,795 $ 4.32 Forfeited ( 265,596 ) $ 1.67 Converted to unvested common stock ( 6,806,216 ) $ 2.58 Outstanding as of December 31, 2021 — $ — 2022 Equity Inducement Plan In October 2022, the board of directors and stockholders approved the 2022 Equity Inducement Plan, or the 2022 Plan. The 2022 Plan provides for the grant of non-statutory stock options and restricted stock units. The number of shares of common stock reserved for issuance under the 2022 Plan is 1,000,000 shares. The following table provides a summary of stock option activity under the 2022 Plan during the year ended December 31, 2022. Options Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2021 — $ — Granted 309,000 $ 21.14 Exercised — $ — $ — Forfeiture — $ — Outstanding at December 31, 2022 309,000 $ 21.14 9.8 $ 117 Vested and expected to vest at December 31, 2022 309,000 $ 21.14 9.8 $ 117 Exercisable at December 31, 2022 — $ — — $ — Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. There was no fair value of options that vested during the years ended December 31, 2022, 2021 and 2020. The weighted-average grant date fair value of options granted during the year ended December 31, 2022 was $ 15.08 per share. There was no weighted-average grant date fair value of options granted during the years ended December 31, 2021 and 2020. Unamortized share-based compensation for stock options as of December 31, 2022 was $ 4.5 million, which is expected to be recognized over a weighted-average period of 3.8 years. The Company used the Black-Scholes option pricing model to estimate the fair value of stock options awards granted with the following assumptions: Year Ended 2022 Expected term (in years) 6.08 Expected volatility 79.53 % Risk-free interest rate 4.18 % Expected dividend yield — The following table provides a summary of restricted stock units activity under the 2022 Plan during the year ended December 31, 2022: Number of Weighted Average Unvested restricted stock units at December 31, 2021 — $ — Granted 47,400 $ 21.14 Vested — $ — Forfeiture — $ — Unvested restricted stock units at December 31, 2022 47,400 $ 21.14 Unamortized share-based compensation for restricted stock units as of December 31, 2022 was $ 1.0 million, which is expected to be recognized over a weighted-average period of 3.9 years. 2021 Equity Incentive Plan Immediately prior to consummation of the IPO, all the outstanding incentive shares were converted into common stock. The following table provides a summary of the unvested common stock awards activity during the year ended December 31, 2022. Number of Weighted Average Unvested common stock as of December 31, 2021 3,753,862 $ 16.00 Vested ( 1,624,674 ) $ 16.00 Forfeiture ( 406,444 ) $ 16.00 Unvested common stock as of December 31, 2022 1,722,744 $ 16.00 In May 2021, in connection with the IPO, the board of directors and stockholders approved, the 2021 Equity Incentive Plan, or the 2021 Plan, which became effective on the day before the date of the effectiveness of the IPO. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other share-based awards. The number of shares of common stock reserved for issuance under the 2021 Plan is equal to the sum of: (x) 6,369,000 shares of common stock; plus (y) 4,719,605 shares of common stock issued in respect of the Conversion of incentive shares that were subject to vesting immediately prior to the effectiveness of the registration statement for the IPO that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right. The number of shares available for grant and issuance under the 2021 Plan will be automatically increased on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 and continuing for each fiscal year until, and including, the fiscal year commencing on January 1, 2031, by the lesser of (a) 5 % of the number of shares of all classes of the Company’s common stock, plus the total number of shares of Company common stock issuable upon conversion of any preferred stock or exercise of any warrants to acquire shares of Company common stock for a nominal exercise price issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of shares determined by the board of directors. The following table provides a summary of stock option activity under the 2021 Plan during the year ended December 31, 2022. Options Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2021 5,071,896 $ 16.90 Granted 3,284,580 $ 15.45 Exercised ( 235,474 ) $ 15.70 $ 1,604 Forfeiture ( 486,835 ) $ 15.17 Outstanding at December 31, 2022 7,634,167 $ 16.42 8.8 $ 40,759 Vested and expected to vest at December 31, 2022 7,634,167 $ 16.42 8.8 $ 40,759 Exercisable at December 31, 2022 2,287,512 $ 16.46 8.6 $ 12,050 Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total fair value of options that vested during the years ended December 31, 2022 and 2021 was $ 23.1 million and $ 1.1 million, respectively. There was no fair value of options that vested during the year ended December 31, 2020. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 were $ 9.61 per share and $ 9.91 per share, respectively. There was no weighted-average grant date fair value of options granted during the year ended December 31, 2020. Unamortized share-based compensation for stock options as of December 31, 2022 was $ 49.8 million, which is expected to be recognized over a weighted-average period of 2.7 years. The Company used the Black-Scholes option pricing model to estimate the fair value of stock options awards granted with the following assumptions: Year Ended 2022 2021 Expected term (in years) 5.27 - 6.33 5.31 - 6.08 Expected volatility 65.20 % - 81.68 % 61.25 % - 66.53 % Risk-free interest rate 1.47 % - 4.37 % 0.82 % - 1.39 % Expected dividend yield — — The following table provides a summary of restricted stock units activity under the 2021 Plan during the year ended December 31, 2022: Number of Weighted Average Unvested restricted stock units at December 31, 2021 96,890 $ 22.93 Granted 503,095 $ 15.47 Vested ( 79,441 ) $ 16.82 Forfeiture ( 35,193 ) $ 14.14 Unvested restricted stock units at December 31, 2022 485,351 $ 16.83 Unamortized share-based compensation for restricted stock units as of December 31, 2022 was $ 7.5 million, which is expected to be recognized over a weighted-average period of 3.3 years. Performance Awards In June 2022, the Company granted performance awards, consisting of performance stock options, or PSOs, and performance stock units, or PSUs, to non-executive employees pursuant to the 2021 Equity Incentive Plan. Each performance award is earned through the achievement of a performance-based metric over a defined performance period determined by the compensation committee of the Company's board of directors. The estimated fair value of the equity awards that contain performance conditions is expensed over the term of the award once the Company has determined that it is probable that the performance conditions will be satisfied. During the year ended December 31, 2022, the Company granted 152,550 PSOs with a weighted-average grant date fair value of $ 7.78 per share and 99,250 PSUs with a weighted-average grant date fair value of $ 15.25 per share. The total fair values of PSOs and PSUs granted were $ 1.2 million and $ 1.5 million, respectively. As of December 31, 2022, no PSOs or PSUs had vested since the achievement of the performance-based metrics of the performance awards was not deemed probable. The Company used the Black-Scholes option pricing model to estimate the fair value of the PSO awards granted with the following assumptions: Year Ended 2022 Expected term (in years) 2.92 - 3.42 Expected volatility 72.72 % - 72.98 % Risk-free interest rate 3.37 % Expected dividend yield — 2021 Employee Stock Purchase Plan In May 2021, the board of directors adopted and the stockholders approved the 2021 Employee Stock Purchase Plan, or the ESPP, which became effective on May 26, 2021. A total of 603,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of the common stock reserved for issuance under the ESPP will automatically increase on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 and continuing for each fiscal year until, and including, the fiscal year commencing on January 1, 2031, by the lesser of: (a) 1 % of the total number of outstanding shares of common stock of the Company (on an as converted basis outstanding on the immediately preceding December 31 (rounded down to the nearest whole share) and (b) an amount determined by the board of directors. 97,413 shares have been issued under the ESPP as of December 31, 2022. The Company recognized $ 0.5 million and $ 0.2 million of compensation expense related to the ESPP plan for the years ended December 31, 2022 and 2021, respectively. The Company did not recognize any compensation expense related to the ESPP plan for the year ended December 31, 2020. The fair value of our common stock to be issued under the ESPP is estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Year Ended 2022 2021 Expected term (in years) 0.50 0.25 - 0.50 Expected volatility 128.95 % 42.5 % - 48.4 % Risk-free interest rate 4.54 % 0.05 % - 0.06 % Expected dividend yield — — Share-based compensation expense recorded in the accompanying consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Research and development expense $ 8,486 $ 3,840 $ 212 General and administrative expense 18,756 9,481 314 Total share-based compensation expense $ 27,242 $ 13,321 $ 526 As of December 31, 2022, there was $ 70.1 million of unrecognized compensation cost related to unvested restricted stock, unvested restricted stock units, unvested stock options, and shares subject to purchase under the ESPP that is expected to be recognized over a weighted-average period of approximately 2.8 years. As of December 31, 2022, there was $ 2.6 million of unrecognized compensation cost related to unvested PSOs and PSUs. The Company will recognize the PSO and PSU expense through the expected vesting dates when the achievement of the performance-based metrics is probable. |