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Stock-Based Compensation Expense
12 Months Ended
Dec. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation Expense

Note 9 – Stock-Based Compensation Expense

The Company has three equity incentive compensation plans, the Calhoun Vision, Inc. 2006 Stock Plan, the Calhoun Vision, Inc. 2015 Equity Incentive Plan, and the 2021 Equity Incentive Plan (collectively the “Plans”).

2006 Stock Plan

The Company’s 2006 Stock Plan (the “2006 Plan”) was originally adopted by the Company's Board and approved by the Company’s stockholders in 2006. The Company’s 2006 Plan was terminated in 2015 in connection with the adoption of the Company’s 2015 Plan and as a result no new awards may be issued under the 2006 Plan. However, the 2006 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2006 Plan.

2015 Equity Incentive Plan

The Company’s 2015 Equity Incentive Plan (the “2015 Plan”) was originally adopted by the Board and approved by the Company’s stockholders in 2015. The 2015 Plan was most recently amended in March 2021. In July 2021, upon completion of the IPO, the 2015 Plan terminated immediately prior to effectiveness of the 2021 Equity Incentive Plan with respect to the grant of future awards. However, the 2015 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2015 Plan.

2021 Equity Incentive Plan

On July 28, 2021, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), was adopted and approved by the Company’s Board and stockholders prior to the IPO and became effective. The 2021 Plan provides for the grant of incentive stock options to employees and any subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, or (“RSUs”), and performance awards to employees, directors, and consultants and subsidiary corporations’ employees and consultants. The number of shares of the Company’s common stock originally available for issuance under the 2021 Plan was equal to 2,420,135 shares of common stock plus any shares subject to awards granted under the 2015 Plan and the 2006 Plan that, after the effectiveness of the 2021 Plan, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan from the 2015 Plan and 2006 Plan equal to 4,569,530 shares of common stock.

Evergreen provision

The number of common shares reserved for issuance under the 2021 Plan will be increased automatically on the first day of each fiscal year beginning with the 2022 fiscal year and ending on the ten year anniversary of the date the Board approved the 2021 Plan, by a number equal to the least of: (i) 7,260,406 shares of our common stock; (ii) 4% of the outstanding shares of our common stock on the last day of our immediately preceding fiscal year; or (iii) such lesser number of shares of our common stock as the administrator may determine. The 2021 Plan is administered by the Company’s Board. On January 1, 2022, under the evergreen provision, an increase of 1,094,670 shares of common stock were reserved for future issuance under the 2021 Plan.

2021 Employee Stock Purchase Plan

On July 28, 2021, the Company’s Board and stockholders adopted and approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”). The number of shares of the Company’s common stock originally available for issuance under the 2021 ESPP was equal to 664,976 shares of common stock.

The 2021 ESPP provides eligible employees of the Company and its subsidiaries with the opportunity to purchase shares of the Company’s Common Stock at a purchase price equal to 85% of the common stock’s fair market value on the first trading day or last trading day of each purchase period, whichever is lower. The 2021 ESPP

generally provides for two six-month purchase periods every twelve months: May 1 through October 31 and November 1 through April 30. The initial purchase period began on November 1, 2021.

Evergreen provision

The number of common shares reserved for issuance under the 2021 ESPP plan will be increased automatically on the first day of each fiscal year beginning with our 2022 fiscal year, by a number equal to the least of: (i) 1,452,081 shares; (ii) 1% of the outstanding shares of our common stock on the last day of our immediately preceding fiscal year; or (iii) such other amount as the administrator may determine. The 2021 ESPP is administered by the Board of Directors. On January 1, 2022, under the evergreen provision, an increase of 273,667 shares of common stock were reserved for future issuance under the 2021 ESPP.

Stock-Based Compensation Expense

The purpose of the 2021 Plan and 2021 ESPP is to provide a means by which eligible recipients of stock awards may be given an opportunity to benefit from increases in the value of the common stock in order to retain or procure the services of the employees, members of the Board and consultants and provide them with an incentive to promote the Company’s success and accomplish corporate goals.

Stock option awards are generally granted with an exercise price of no less than 100% of estimated fair market value on the date of grant. Time based awards generally vest over four years as follows: one fourth of the total number of shares vest and become exercisable on the one-year anniversary; 1/48th of the total number of shares subject to the option vest and become exercisable on each monthly anniversary thereafter for the remaining three years.

A summary of the stock option activities related to the Plans, as of and for the year ended December 31, 2022 and 2021 is presented below:

 

 

Number of Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Grant
Date
Fair Value

 

Weighted Avg
Remaining
Contractual Life
(Years)

 

Options outstanding as of December 31, 2021

 

 

5,754,005

 

 

$

11.64

 

 

 

 

$

6.88

 

  Granted

 

 

1,149,018

 

 

 

12.76

 

 

$

7.27

 

 

 

  Exercised

 

 

(202,806

)

 

 

4.14

 

 

 

2.13

 

 

 

  Forfeited

 

 

(196,969

)

 

 

13.70

 

 

 

11.93

 

 

 

  Expired

 

 

(163,690

)

 

 

17.04

 

 

 

 

 

 

Options outstanding as of December 31, 2022

 

 

6,339,558

 

 

 

11.88

 

 

 

 

 

6.48

 

Exercisable as of December 31, 2022

 

 

3,891,871

 

 

$

10.56

 

 

 

 

$

5.06

 

 

A summary of restricted stock unit activities for the year ended December 31, 2022 and 2021 is presented below:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Unvested at December 31, 2021

 

 

640,479

 

 

$

15.46

 

  Granted

 

 

80,427

 

 

 

13.37

 

  Vested

 

 

(179,700

)

 

 

15.57

 

  Forfeited

 

 

(48,344

)

 

 

15.38

 

Unvested at December 31, 2022

 

 

492,862

 

 

$

15.08

 

As of December 31, 2022 and 2021, the intrinsic value of options vested was $15.9 million and $14.7 million, respectively, and of all options outstanding was $16.4 million and $14.7 million, respectively. During the year ended December 31, 2022 and 2021, the total cash received from the exercise of stock options was $0.8 million and $1.6 million, respectively. The total fair value less strike price of these options was $1.8 million and $4.0 million, respectively.

Stock-based compensation expense was classified in the accompanying consolidated statements of operations and comprehensive income (loss) as follows (in thousands):

 

 

Twelve Months Ended December 31,

 

 

 

2022

 

 

2021

 

Research and development

 

$

3,064

 

 

$

2,620

 

Selling, general and administrative

 

 

7,399

 

 

 

4,061

 

Cost of goods sold

 

 

934

 

 

 

894

 

 

 

$

11,397

 

 

$

7,575

 

 

As of December 31, 2022 and 2021, there were 2,447,687 and 2,437,649 unvested options, respectively. Total unrecognized expense related to unvested stock options was approximately $19.1 million and $20.1 million as of December 31, 2022 and 2021, respectively. Amounts are expected to be recognized over a weighted average period of approximately 2.6 years and 3.0 years, respectively.

As of December 31, 2022 and 2021, total unrecognized expense related to unvested restricted stock units was approximately $6.1 million and $8.8 million as of December 31, 2022 and 2021, respectively. Amounts are expected to be recognized over a weighted average period of approximately 2.3 years and 3.5 years, respectively.

The following table presents the range and weighted-average assumptions, used in the Black-Scholes option pricing model to determine the fair value of stock options:

 

 

Twelve Months Ended December 31,

 

 

2022

 

2021

 

 

Range

 

Weighted Average

 

Range

 

Weighted Average

Expected volatility

 

62.4% to 64.9%

 

63.1%

 

61.6% to 63.7%

 

63.2%

Risk-free interest rate

 

2.0% to 3.8%

 

2.7%

 

0.6% to 1.7%

 

1.0%

Expected life (in years)

 

6.0 to 10.0 years

 

6.1 years

 

5.5 to 10.0 years

 

6.1 years

Expected dividend yield

 

0.0%

 

0.0%

 

0.0%

 

0.0%

Grant date fair value

 

$10.74 to $15.52

 

$12.73

 

$12.08 to $19.94

 

$15.02