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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
STOCK-BASED COMPENSATION

 

 

15. STOCK-BASED COMPENSATION

In June 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan (“2011 Plan”). The 2011 Plan, which as amended authorized 16.0 million shares of common stock to be issued, allowed for the grant of stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares and performance units. During 2018, the 2011 Plan was merged into the 2018 Plan (defined below). As a result, there were no shares of common stock remaining available for future grant under the 2011 Plan.

In June 2013, the Company’s stockholders approved the 2013 Employee Stock Purchase Plan (“ESPP”) with approximately 0.3 million shares of common stock available to be issued. In June 2016 and 2019, the Company’s stockholders approved additional approximately 0.3 million and 0.5 million shares, respectively, of common stock available to be issued to be added to the 2013 ESPP. As of December 31, 2019, 0.6 million shares of common stock remain available for future grant under the 2013 ESPP.

In September 2014, the Company initiated the 2014 Employment Commencement Incentive Plan (“2014 Plan”) with approximately 0.6 million shares of common stock available to be issued. In October 2015, June 2017 and July 2018, the 2014 Plan was increased by 1.0 million, 3.8 million and 1.2 million shares of common stock available to be issued, respectively. As of December 31, 2019, 0.6 million shares of common stock remain available for future grant under the 2014 Plan.

In June 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (“2018 Plan”). The 2018 Plan, which authorized 2.9 million shares of common stock to be issued, allows for the grant of stock options, SARs, RSAs, RSUs, performance shares and performance units. The 2011 Plan was merged into the 2018 Plan and, as a result, all remaining shares in the 2011 Plan were transferred into the 2018 Plan. As of December 31, 2019, 3.4 million shares of common stock remain available for future grant under the 2018 Plan.

Stock Options

In general, stock options have a ten-year term and vest over a four-year period, with one-fourth of the underlying shares vesting on the first anniversary of the grant and 1/48th of the underlying shares vesting monthly thereafter, such that the underlying shares will be fully vested on the fourth anniversary of the grant, subject to the terms of the applicable plan under which they were granted.

The fair values of stock options granted during the periods presented are measured on the date of grant using the Black-Scholes-Merton option-pricing model, with the following assumptions: 

 

 

 

For the Year Ended December 31,

 

 

2019

 

2018

 

2017

Risk-free interest rate (1)

 

1.4 - 2.5%

 

2.5 - 3.0%

 

1.6 - 2.1%

Expected dividend yield (2)

 

 

 

Expected term (3)

 

5.04 years

 

5.06 years

 

4.2 - 4.8 years

Expected volatility (4)

 

52.5 - 68.9%

 

52.4 - 60.8%

 

54.0 - 63.0%

 

(1)

The risk-free interest rate is estimated using an average of Treasury bill interest rates over a historical period commensurate with the expected term of the option that correlates to the prevailing interest rates at the time of grant.

(2)

The expected dividend yield is zero as the Company has not paid any dividends to date and does not expect to pay dividends in the future.

(3)

The expected term is estimated using historical exercise behavior.

(4)

The expected volatility is the implied volatility in exchange-traded options of the Company’s common stock.

The amounts estimated according to the Black-Scholes-Merton option-pricing model may not be indicative of the actual values realized upon the exercise of these options by the holders.

The following tables summarize the Company’s stock option activity for each of the periods indicated:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Exercise

 

 

 

 

 

Exercise

 

 

 

 

 

 

 

Exercise

 

 

 

Shares

 

 

Price

 

 

Shares

 

Price

 

 

Shares

 

 

 

Price

 

Grants outstanding at beginning of

   the period

 

 

8,391,171

 

 

$

46.09

 

 

 

8,806,204

 

$

29.74

 

 

 

5,436,951

 

 

 

$

22.70

 

Granted

 

 

1,429,652

 

 

 

132.97

 

 

 

2,152,439

 

 

90.15

 

 

 

4,805,722

 

(1)

 

 

35.09

 

Exercised

 

 

(1,055,715

)

 

 

30.73

 

 

 

(2,119,306

)

 

22.89

 

 

 

(792,845

)

 

 

 

17.40

 

Expired and forfeited

 

 

(418,760

)

 

 

84.15

 

 

 

(448,166

)

 

46.11

 

 

 

(643,624

)

 

 

 

25.44

 

Grants outstanding at end of the period

 

 

8,346,348

 

 

$

61.01

 

 

 

8,391,171

 

$

46.09

 

 

 

8,806,204

 

 

 

$

29.74

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grants exercisable at end of the period

 

 

2,368,621

 

 

$

45.33

 

 

 

2,304,791

 

$

27.69

 

 

 

3,288,712

 

 

 

$

24.76

 

Grants vested and expected to vest at

   end of the period

 

 

7,987,427

 

 

$

58.65

 

 

 

6,643,835

 

$

45.43

 

 

 

6,910,022

 

 

 

$

28.49

 

 

(1)

Includes 3,300,000 options with service and market conditions granted to the Company’s CEO. These options have a five-year cliff vesting schedule. The fair value of $13.48 for these options was determined by a lattice model with Monte Carlo simulations.

The weighted-average grant date fair value per share of stock options granted during the years ended December 31, 2019, 2018 and 2017 was $70.93, $44.66 and $14.78, respectively. 

 

 

 

 

 

 

 

Weighted

 

 

 

Aggregate

 

 

Average

 

 

 

Intrinsic

 

 

Remaining

 

 

 

Value

 

 

Contractual

 

 

 

(in thousands)

 

 

Life (Years)

 

Options outstanding at December 31, 2019

 

$

587,191

 

 

7.5

 

Options exercisable at December 31, 2019

 

$

199,438

 

 

 

6.0

 

Options vested and expected to vest at December 31, 2019

 

$

578,938

 

 

7.4

 

 

The following table summarizes the Company’s stock options vested and exercised for each of the periods indicated:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(in thousands)

 

Aggregate grant date fair value of stock options

   vested

 

$

50,878

 

 

$

16,316

 

 

$

18,225

 

Aggregate intrinsic value of stock options

   exercised

 

$

109,707

 

 

$

158,936

 

 

$

20,922

 

 

For the years ended December 31, 2019, 2018 and 2017, the Company has recognized approximately $0.1 million, $0.2 million and $0.9 million in stock-based compensation expense related to the options with performance-based criteria, respectively.

 

 

Restricted Stock Awards

The Company grants RSAs to members of its board of directors and certain employees. The following table summarizes the Company’s RSA activity for each of the periods indicated:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant Date

 

 

 

 

 

Grant Date

 

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

 

Shares

 

Fair Value

 

 

Shares

 

 

 

Fair Value

 

Grants outstanding at beginning of the

   period

 

 

252,321

 

 

$

42.37

 

 

 

411,781

 

$

37.23

 

 

 

153,170

 

 

 

$

34.53

 

Granted

 

 

 

 

 

 

 

 

27,590

 

 

98.57

 

 

 

341,500

 

 

 

 

34.58

 

Vested

 

 

(100,840

)

 

 

40.54

 

 

 

(187,050

)

 

39.34

 

 

 

(63,264

)

 

 

 

14.60

 

Cancelled

 

 

(15,356

)

 

 

48.94

 

 

 

 

 

 

 

 

(19,625

)

 

 

 

43.02

 

Grants outstanding at end of the period

 

 

136,125

 

 

$

42.98

 

 

 

252,321

 

$

42.37

 

 

 

411,781

 

 

 

$

37.23

 

 

In September 2016, the Company granted certain executives RSAs with a performance conditions relating to certain sales targets. If the sales targets are achieved within the required time frame, the number of RSAs may be increased from 71,925 to 89,906 shares. In December 2017, the Company modified the expiration date of these RSAs from June 30, 2018 to January 1, 2019. As a result of this modification, the fair value per RSA was changed from $48.94 to $54.29. Through December 31, 2017, the Company had not recorded any stock-based compensation expense associated with these awards as the achievement of the performance conditions was not deemed probable. As of December 31, 2018, the first sales target related to these RSAs was achieved and, accordingly, the Company recognized approximately $3.3 million of stock-based compensation expense during the year ended December 31, 2018. The second target was not achieved and the shares related to this target were subsequently cancelled and no expense was recognized.

Restricted Stock Units

The Company also grants RSUs to members of its board of directors and employees. The following table summarizes the Company’s RSU activity for the periods indicated:  

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant Date

 

 

 

 

 

Grant Date

 

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

 

Shares

 

Fair Value

 

 

Shares

 

 

 

Fair Value

 

Grants outstanding at beginning of the

   period

 

 

251,298

 

 

$

81.21

 

 

 

66,552

 

$

33.72

 

 

 

 

 

 

$

 

Granted

 

 

511,283

 

 

 

131.18

 

 

 

230,736

 

 

87.95

 

 

 

181,029

 

 

 

 

33.03

 

Vested

 

 

(84,068

)

 

 

75.12

 

 

 

(30,276

)

 

33.23

 

 

 

(78,017

)

 

 

 

32.63

 

Cancelled

 

 

(72,639

)

 

 

103.03

 

 

 

(15,714

)

 

71.45

 

 

 

(36,460

)

 

 

 

32.63

 

Grants outstanding at end of the period

 

 

605,874

 

 

$

121.61

 

 

 

251,298

 

$

81.21

 

 

 

66,552

 

 

 

$

33.72

 

 

In March 2017, the Company granted certain executives 156,029 RSUs with performance conditions relating to certain sales target and regulatory milestones, which were achieved between June 2017 and March 2019. As of December 31, 2019, there were no RSUs with performance conditions remaining to be vested. For the years ended December 31, 2019, 2018 and 2017, the Company recognized approximately $0.5 million, $0.2 million and $2.9 million of stock-based compensation expense, respectively.

Stock Appreciation Rights

The Company issues SARs on the same terms as options granted to employees. The grant date fair value of the SARs is determined using the same valuation assumptions as for stock options described above. Stock-based compensation expense is recognized on a straight-line basis over the vesting period of the SARs.

The following table summarizes the Company’s SAR activity for each of the periods indicated:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Exercise

 

 

 

 

 

Exercise

 

 

 

 

 

 

 

Exercise

 

 

 

Shares

 

 

Price

 

 

Shares

 

Price

 

 

Shares

 

 

 

Price

 

Grants outstanding at beginning of the

   period

 

 

100,000

 

 

$

23.85

 

 

 

100,000

 

$

23.85

 

 

 

100,000

 

 

 

$

23.85

 

Exercised

 

 

(100,000

)

 

$

(23.85

)

 

 

 

$

 

 

 

 

 

 

$

 

Grants outstanding at end of the period

 

 

 

 

$

 

 

 

100,000

 

$

23.85

 

 

 

100,000

 

 

 

$

23.85

 

Grants exercisable at end of the period

 

 

 

 

$

 

 

 

100,000

 

$

23.85

 

 

 

100,000

 

 

 

$

23.85

 

Grants vested and expected to vest at

   end of the period

 

 

 

 

$

 

 

 

100,000

 

$

23.85

 

 

 

100,000

 

 

 

$

23.85

 

 

2013 Employee Stock Purchase Plan

Under the Company’s 2013 ESPP, participating employees purchase common stock through payroll deductions. The purchase price is equal to 85% of the lower of the closing price of the Company’s common stock on the first business day and the last business day of the relevant purchase period. The 24-month offering period will end between February 29, 2020 and August 31, 2021. The following table summarizes the Company’s ESPP activity for each of the periods indicated:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Number of shares purchased

 

 

92,086

 

 

 

75,094

 

 

 

102,698

 

Proceeds received (in millions)

 

$

5.1

 

 

$

2.3

 

 

$

1.4

 

 

Stock-based Compensation Expense

For the years ended December 31, 2019, 2018 and 2017, total stock-based compensation expense was $78.6 million, $50.1 million and $30.5 million, respectively. Included in the amounts for the year ended December 31, 2017 is $2.1 million of stock-based compensation expense incurred in connection with the resignation of the Company’s former CEO.  

 

The following table summarizes stock-based compensation expense by function included within the consolidated statements of operations and comprehensive loss:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(in thousands)

 

Research and development

 

$

27,681

 

 

$

14,214

 

 

$

8,542

 

Selling, general and administrative

 

 

50,921

 

 

 

35,913

 

 

 

21,923

 

Total stock-based compensation

 

$

78,602

 

 

$

50,127

 

 

$

30,465

 

 

The following table summarizes stock-based compensation expense by grant type included within the consolidated statements of operations and comprehensive loss:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(in thousands)

 

Stock options

 

$

53,427

 

 

$

37,671

 

 

$

23,416

 

Restricted stock awards/units

 

 

20,103

 

 

 

10,632

 

 

 

5,295

 

Employee stock purchase plan

 

 

5,072

 

 

 

1,824

 

 

 

1,754

 

Total stock-based compensation

 

$

78,602

 

 

$

50,127

 

 

$

30,465

 

 

As of December 31, 2019, there was $181.1 million of total unrecognized stock-based compensation expense related to the Company’s stock-based compensation plans. The expense is expected to be recognized over a weighted-average period of approximately 3 years. Of this amount, $109.5 million relates to options with service conditions only, $22.1 million relates to awards with service and market conditions, less than $0.1 million relates to awards with performance conditions, and the remaining $49.5 million related to restricted stock awards or restricted stock units with service conditions only.