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Share Based Compensation
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Share Based Compensation Share-Based Compensation
We have an Equity Compensation Plan (the “Plan”), which allows for grants in the form of incentive stock options, non-qualified stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards. The Plan was amended and restated in June 2021 to increase the total number of shares available for grant under the Plan by 10,000 shares. The cumulative number of shares that have been authorized for issuance under the Plan to date is 50,200 shares and the maximum number of shares of stock that may be granted to any one participant during a calendar year is 4,000 shares. Options to purchase shares of common stock are granted at exercise prices not less than 100% of fair market value on the date of grant. The term of each option is ten years, and the options typically vest over a three-year period with a minimum vesting period of one year. As of December 31, 2021, the Plan had approximately 366 shares available for grant. Stock option exercises, and the vesting of restricted stock and performance stock awards, are satisfied through the issuance of new shares.
Stock Options
Stock option activity under the Plan is as follows:
Number of
Shares		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term (Years)		Aggregate Intrinsic
Value
Outstanding as of December 31, 201814,079$2.19 
Granted
2,4893.01 
Exercised
(2,572)1.76 $6,477 
Cancelled / Forfeited
(135)2.81 
Outstanding as of December 31, 201913,8612.41 6.731,713 
Granted
3,3352.73 
Exercised
(939)1.93 1,072 
Cancelled / Forfeited
(736)2.83 
Outstanding as of December 31, 202015,5212.49 6.623,407 
Granted
2,6604.37 
Exercised
(2,307)2.27 5,052 
Cancelled / Forfeited
(297)3.02 
Outstanding as of December 31, 202115,577 2.83 6.513,839 
Exercisable as of December 31, 202110,644 $2.46 5.4$12,028 
The per share weighted average fair value of options granted during 2021, 2020 and 2019 was estimated as $2.29, $1.42 and $1.54, respectively, on the date of grant using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on the historical volatility of our stock. The weighted average expected life is based on both historical and anticipated employee behavior.
Years Ended December 31,
202120202019
Risk-free interest rate0.8 %0.4 %1.9 %
Annualized volatility59.3 %59.4 %55.7 %
Weighted average expected life (in years)5.45.55.5
Expected dividend yield0.0 %0.0 %0.0 %
Option exercises during 2021, 2020 and 2019 resulted in proceeds of $5,182, $1,814 and $4,405, respectively, and the issuance of shares of common stock of 2,294 in 2021, 939 in 2020 and 2,529 in 2019. In 2021 and 2019, certain options were net exercised, whereby we withheld 13 and 43 shares, respectively, the fair value of which was equivalent to the aggregate exercise price and tax withholding on the date of exercise.
Long Term Incentive Program
Our Board of Directors has approved a long-term incentive program (“LTIP”) for the benefit of our senior executives. Pursuant to the LTIP, our senior executives are awarded stock options, restricted stock units (“RSU”) and performance stock units (“PSU”) with targeted values based on similar award structures granted by our peer group. The stock options have a ten-year term, an exercise price equal to the closing price of our common stock on the date of grant, vest in quarterly installments over three years, were otherwise granted on the same standard terms and conditions as other stock options granted pursuant to the Plan and are included in the stock options table above. The RSUs generally vest in three equal annual installments, and the PSUs vest and convert into shares of our common stock based on our attainment of certain performance goals over a performance period, which is typically three years.
PSUs and RSUs granted under the LTIP are summarized as follows:
Performance Stock UnitsRestricted Stock Units
Number of
Shares
Weighted
Average Grant
Date Fair
Value
Number of
Shares
Weighted
Average Grant
Date Fair
Value
Outstanding as of December 31, 20181,842 $2.41 1,226 $2.44 
Granted
593 2.99 7892.92 
Incremental shares earned
59 1.25 — —
Vested / Settled
(415)1.18 (614)2.19 
Forfeited / Expired
(238)1.12 ——
Outstanding as of December 31, 20191,841 3.00 1,401 2.82 
Granted
605 2.00 1,078 2.73 
Incremental shares earned
77 3.10 — —
Vested / Settled
(388)3.11 (785)2.80 
Forfeited / Expired
(494)3.02 (127)2.83 
Outstanding as of December 31, 20201,641 2.61 1,567 2.77 
Granted
243 5.55 769 4.42 
Incremental shares earned
210 3.18 — — 
Vested / Settled
(766)2.86 (832)2.76 
Outstanding as of December 31, 20211,328 $3.04 1,504 $3.62 
The outstanding balance of PSUs is stated at the target number of shares to be awarded upon attainment of certain performance goals. Depending on the outcome of the related performance goals, a recipient may ultimately earn a number of shares that is greater or less than the target number of units granted, ranging from 0% to 150%. The balance of PSUs outstanding as of December 31, 2021 included 308 units granted in 2019 with a performance period ended December 31, 2021 that were subsequently deemed to be achieved and approved for settlement in the first quarter of 2022 for a total of 304 shares.
In each of the years in the three-year period ended December 31, 2021, the LTIP awards include PSUs that will be earned based on our total shareholder return (“TSR”) as compared to the Nasdaq Biotechnology Index (“NBI”) at the end of the respective annual performance periods. The fair values of the TSR PSUs granted were determined using a Monte Carlo simulation and used the following inputs and assumptions:
2021 Award2020 Award2019 Award
Closing stock price on grant date$4.42 $2.73 $2.92 
Performance period starting price$3.70 $4.78 $3.01 
Term of award (in years)2.562.552.55
Volatility54.4 %57.5 %63.7 %
Risk-free interest rate0.23 %0.21 %1.79 %
Expected dividend yield0.00 %0.00 %0.00 %
Fair value per TSR PSU$5.55 $2.00 $3.18 
The performance period starting price is measured as the average closing price over the last 20 trading days prior to the performance period start. The Monte Carlo simulation model also assumed correlations of returns of the prices of our common stock and the common stocks of the NBI companies and stock price volatilities of the NBI companies. The fair value of the target number of shares that can be earned under the TSR PSUs is being recognized as compensation expense over the term of the award. Other PSUs that are not market-based awards are expensed using the grant date fair value of shares expected to vest over the remaining performance period when it becomes probable that the related performance goal will be achieved.
LTIP awards are generally net-share settled such that we withhold shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities. Total shares withheld for net-settled awards were 626, 425 and 409 in 2021, 2020 and 2019, respectively, and were based on the value of the shares on their vesting date as determined by our closing stock price. Total payments for the employees’ tax obligations to the taxing authorities were $2,841, $1,367 and $1,131 in 2021, 2020 and 2019, respectively, and are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net-share settlements reduced the number of shares that would have otherwise been issued as a result of the vesting.
Members of our Board of Directors also receive grants of RSUs that vest one year from the date of grant. Certain Directors have elected to defer receipt of vested shares until retirement or separation from the Board of Directors, for which 30, 72 and no shares vested with deferral as of and for the years ended December 31, 2021, 2020 and 2019, respectively.
Share-based Compensation Expense
Compensation costs incurred in connection with share-based awards are as follows:
Years Ended December 31,
202120202019
Stock options$4,102 $3,709 $3,436 
Restricted stock units$2,620 2,239 1,830 
Performance stock units$1,293 2,000 1,204 
Total share-based compensation expense$8,015 $7,948 $6,470 
As of December 31, 2021, there was $6,838 of total unrecognized compensation costs related to non-vested stock option awards that are expected to be recognized over a weighted average period of approximately 1.95 years