Equity Incentive Awards

12 Months Ended

Dec. 31, 2019

Equity Incentive Plans

2017 Equity Incentive Plan: In September 1995, Lexicon adopted the 1995 Stock Option Plan, which was subsequently amended and renamed the 2017 Equity Incentive Plan (the “Equity Incentive Plan”).

The Equity Incentive Plan provides for the grant of incentive stock options to employees and nonstatutory stock options to employees, directors and consultants of the Company. The plan also permits the grant of stock bonus awards, restricted stock awards, restricted stock unit awards, stock appreciation rights and performance stock awards. Incentive and nonstatutory stock options have an exercise price of 100% or more of the fair market value of the Company’s common stock on the date of grant. Most stock options granted under the Equity Incentive Plan become vested and exercisable over a period of four years; however some have been granted with different vesting schedules. Stock options granted under the Equity Incentive Plan have a term of ten years from the date of grant.

The total number of shares of common stock that may be issued pursuant to stock awards under the Equity Incentive Plan shall not exceed in the aggregate 20,000,000 shares at December 31, 2019. In the first quarter of 2020, the Company amended the 2017 Equity Incentive Plan, subject to stockholder approval, to increase the aggregate number of shares that may be issued under the plan to 30,000,000 shares. As of December 31, 2019, options to purchase 7,456,905 shares and 2,801,928 restricted stock units were outstanding, 1,909,515 shares had been issued upon the exercise of stock options, 1,968,979 shares had been issued pursuant to restricted stock units and 113,940 shares had been issued pursuant to stock bonus awards or restricted stock awards granted under the Equity Incentive Plan.

2017 Non-Employee Directors’ Equity Incentive Plan: In February 2000, Lexicon adopted the 2000 Non-Employee Directors’ Stock Option Plan, which was subsequently amended and renamed the 2017 Non-Employee Directors’ Equity Incentive Plan (the “Directors’ Plan”). Under the Directors’ Plan, non-employee directors may be granted awards under the plan with an aggregate grant date fair value of no more than $500,000 during any calendar year, taken together with any cash fees paid to such non-employee director in compensation for service on Lexicon’s board of directors during such calendar year. Stock options granted under the Directors’ Plan have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and a term of ten years from the date of grant.

The total number of shares of common stock that may be issued pursuant to stock awards under the Directors’ Plan shall not exceed in the aggregate 600,000 shares. As of December 31, 2019, stock options to purchase 237,850 shares were outstanding, none had been issued upon the exercise of stock options, 27,728 restricted stock units were outstanding and 103,208 shares had been issued pursuant to restricted stock awards granted under the Directors’ Plan.

Stock Option Activity: The following is a summary of stock option activity under Lexicon’s equity incentive plans:


	2019				2018					2017
(in thousands, except exercise price data)	Options	Weighted Average Exercise Price		Options	Weighted Average Exercise Price		Options	Weighted Average Exercise Price
Outstanding at beginning of year	6,152	$	10.68	4,961	$	11.17	4,834	$	11.24
Granted	2,435	5.06		1,916	10.00		892	14.31
Exercised	—	—		(97)	7.55		(458)	11.97
Expired	(212)	9.95		(239)	14.21		(157)	26.42
Forfeited	(680)	10.42		(389)	12.04		(150)	13.84
Outstanding at end of year	7,695	8.95		6,152	10.68		4,961	11.17
Exercisable at end of year	4,275	$	10.56	3,620	$	10.72	3,077	$	10.95

The weighted average estimated grant date fair value of stock options granted during the years ended December 31, 2019, 2018 and 2017 were $3.18, $5.63 and $8.59, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2018 and 2017 were $0.2 million and $2.0 million, respectively. The weighted average remaining contractual term of stock options outstanding and exercisable was 6.8 and 5.3 years, respectively, as of December 31, 2019. At December 31, 2019, the aggregate intrinsic value of the outstanding stock options was $0.2 million. At December 31, 2019, there was no intrinsic value of exercisable stock options.

Stock Bonus and Restricted Stock Unit Activity:

During the year ended December 31, 2019, Lexicon granted its non-employee directors 27,728 restricted stock units and during the year ended December 31, 2018 and 2017, granted its non-employee directors 20,512 and 10,248 shares, respectively, of restricted stock awards. The restricted stock in 2019, 2018 and 2017 had weighted average grant date fair values of $5.67, $7.80 and $15.61 per share, respectively. Vesting of restricted stock units occurs on the first anniversary of the grant date and vesting of restricted stock awards is immediate.

During the years ended December 31, 2019, 2018 and 2017, Lexicon granted its employees restricted stock units in lieu of or in addition to annual stock option awards. These restricted stock units vest in three to four annual installments. The total fair value of shares vested in 2019, 2018 and 2017 was $2.9 million, $3.3 million and $4.7 million, respectively.

The following is a summary of restricted stock units activity under Lexicon’s stock-based compensation plans for the year ended December 31, 2019:


	Shares	Weighted Average Grant Date Fair Value
	(in thousands)
Outstanding at December 31, 2018	1,286	$	10.17
Granted	2,446	5.05
Vested	(517)	9.60
Forfeited	(385)	6.50
Outstanding at December 31, 2019	2,830	$	6.35

Aggregate Shares Reserved for Issuance

As of December 31, 2019, an aggregate of 10,524,411 shares of common stock were reserved for issuance upon exercise of outstanding stock options and vesting of outstanding restricted stock units and 5,979,947 additional shares were available for future grants under Lexicon’s equity incentive plans. The Company has a policy of using either authorized and unissued shares or treasury shares, including shares acquired by purchase in the open market or in private transactions, to satisfy equity award exercises.