Stock-based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based Compensation

Stock-based compensation expense for options granted, RSAs, PSAs, RSUs, SARs and stock purchase rights is reflected in the consolidated statements of operations and comprehensive loss as follows:

	YEAR ENDED DECEMBER 31,
(in thousands)	2021		2020		2019
Cost of goods sold	$	1,335	$	2,353	$	—
Selling, general and administrative	20,616		27,176		30,463
Pre-approval commercial manufacturing	—		344		3,634
Research and development	7,573		10,222		10,996
Total	$	29,524	$	40,095	$	45,093

As of December 31, 2021, the Company had $22.4 million of unrecognized compensation expense related to options outstanding under its equity plans. This expense is expected to be recognized over a weighted average period of 2.17 years as of December 31, 2021. As of December 31, 2021, the Company had $12.6 million of unrecognized compensation expense, related to unvested RSAs, including PSAs. This cost is expected to be recognized over a weighted average period of 2.63 years as of December 31, 2021.

Equity Plans

The Company maintains three equity compensation plans, the 2005 Aerie Pharmaceutical Stock Plan (the “2005 Plan”), the 2013 Omnibus Incentive Plan (the “2013 Equity Plan”), which was amended and restated as the Aerie Pharmaceuticals, Inc. Second Amended and Restated Omnibus Incentive Plan (the “Second Amended and Restated Equity Plan”), as described below, and the Aerie Pharmaceuticals, Inc. Inducement Award Plan (the “Inducement Award Plan”), as described below. The 2005 Plan, the Second Amended and Restated Equity Plan and the Inducement Award Plan are referred to collectively as the “Plans.”

On October 30, 2013, the effective date of the 2013 Equity Plan, the 2005 Plan was frozen and no additional awards have been or will be made under the 2005 Plan. Any remaining shares available for future grant under the 2005 Plan were allocated to the 2013 Equity Plan. In 2015, Aerie’s stockholders approved the adoption of the Aerie Pharmaceuticals, Inc. Amended and Restated Omnibus Incentive Plan (“Amended and Restated Equity Plan”) and no additional awards have been or will be made under the 2013 Equity Plan. Any remaining shares available under the 2013 Equity Plan were allocated to the Amended and Restated Equity Plan.

In 2018, Aerie’s stockholders approved the adoption of the Second Amended and Restated Equity Plan to increase the number of shares issuable under the Plan by 4,500,000. The Second Amended and Restated Equity Plan provides for the granting of up to 10,229,068 equity awards in respect of common stock of Aerie, including equity awards that were previously available for issuance under the 2013 Equity Plan.

In 2016, Aerie’s Board of Directors approved the Inducement Award Plan which provides for the granting of up to 418,000 equity awards in respect of common stock of Aerie and was subsequently amended in 2017 to increase the equity awards that may be issued by an additional 874,500 shares. On December 5, 2019, the Inducement Award Plan was further amended by Aerie’s Board of Directors to increase the number of shares issuable under the plan by 100,000 shares. On December 9, 2021, Aerie’s Board of Directors approved an increase to the number of shares issuable under the plan for grants made to the Company’s new Chief Executive Officer in connection with his hiring, including 602,952 shares for grants made in December 2021 and additional shares for grants anticipated to be made in the first quarter of 2022. Awards granted under the Inducement Award Plan are intended to qualify as employment inducement awards under NASDAQ Listing Rule 5635(c)(4).

Options to Purchase Common Stock

Weighted average assumptions utilized in the fair value calculation for options to purchase common stock as of December 31, 2021, 2020 and 2019 are as follows: 

	YEAR ENDED DECEMBER 31,
	2021		2020		2019
Expected term (years)	6.0		6.0		6.0
Expected stock price volatility	68	%	74	%	74	%
Risk-free interest rate	1.0	%	0.9	%	1.9	%
Dividend yield	—	%	—	%	—	%

The following table summarizes the stock option activity under the Plans:

	NUMBER OF SHARES	WEIGHTED AVERAGE EXERCISE PRICE		WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)	AGGREGATE INTRINSIC VALUE (000’s)
Options outstanding at December 31, 2020	8,588,614	$	27.36
Granted	1,614,997	13.92
Exercised	(1,146,095)	3.20
Canceled	(2,506,906)	31.02
Options outstanding at December 31, 2021	6,550,610	$	26.87	6.4	$	1,116
Options exercisable at December 31, 2021	4,449,867	$	31.05	5.2	$	1,116
Options vested and expected to vest at December 31, 2021	6,550,610	$	26.87	6.4	$	1,116

The weighted-average fair values of all stock options granted for the years ended December 31, 2021, 2020 and 2019 was $8.57, $10.82, and $20.70, respectively. The aggregate intrinsic value of options exercised for the years ended December 31, 2021, 2020 and 2019 was $7.5 million, $0.6 million and $4.2 million, respectively. The intrinsic value is calculated as the difference between the fair market value at December 31, 2021 and the exercise price per share of the stock options. The fair market value per share of common stock as of December 31, 2021 was $7.02.

The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2021:

EXERCISE PRICE	OPTIONS OUTSTANDING	WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)	OPTIONS EXERCISABLE
$0.20 - $10.00	735,309	6.7	288,083
$10.01 - $20.00	2,035,383	7.5	959,566
$20.01 - $30.00	1,794,790	5.3	1,391,071
$30.01 - $45.00	700,678	5.7	628,032
$45.01 - $55.00	753,011	6.2	682,273
$55.01 - $73.10	531,439	6.2	500,842
	6,550,610		4,449,867

Restricted Stock Awards

The following table summarizes the RSA, including PSAs, activity under the Plans:

	NUMBER OF SHARES	WEIGHTED AVERAGE FAIR VALUE PER SHARE
Nonvested RSAs at December 31, 2020	809,527	$	29.03
Granted	660,926	13.48
Vested	(274,488)	33.70
Canceled	(218,721)	24.03
Nonvested RSAs at December 31, 2021	977,244	$	18.32

The vesting of the RSAs is time and service based with terms of 1 to 4 years. The total fair value of restricted stock vested during the years ended December 31, 2021, 2020 and 2019 was $9.2 million, $11.5 million and $9.8 million, respectively. During the year ended December 31, 2017, the Company granted 98,817 RSAs with non-market performance conditions that vest upon the satisfaction of certain performance conditions and service conditions. As of the second quarter of 2020, all PSAs were vested.

Restricted Stock Units

In September 2019, 43,071 nonvested RSAs were cancelled and replaced with a corresponding number of RSUs. The RSUs were issued with the same vesting provisions as the cancelled RSAs. Accordingly, the 43,071 RSUs outstanding at September 30, 2019 were nonvested. As of December 31, 2021, the associated unrecognized compensation expense totaled $3.0 million. This expense is expected to be recognized over the weighted average period of 3 years as of December 31, 2021.

	NUMBER OF SHARES	WEIGHTED AVERAGE FAIR VALUE PER SHARE
Nonvested RSUs at December 31, 2020	107,182	$	14.43
Granted	100,322	15.48
Vested	(30,958)	15.27
Canceled	(19,673)	14.89
Nonvested RSUs at December 31, 2021	156,873	$	14.88

Stock Appreciation Rights

The following table summarizes the SARs activity under the Plans:

	NUMBER OF SHARES	WEIGHTED AVERAGE EXERCISE PRICE		WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)	AGGREGATE INTRINSIC VALUE (000’s)
SARs outstanding at December 31, 2020	212,044	$	32.28
Granted	70,700	15.97
Exercised	—	—
Canceled	(44,395)	31.05
SARs outstanding at December 31, 2021	238,349	$	27.67	3.04	$	—
SARs exercisable at December 31, 2021	83,873	$	38.63	2.11	$	—

Holders of the SARs are entitled under the terms of the Plans to receive cash payments calculated based on the excess of Aerie’s common stock price over the exercise price in their award; consequently, these awards are accounted for as liability-classified awards, and the Company measures compensation cost based on their estimated fair value at each reporting date, net of actual forfeitures, if any.

Employee Stock Purchase Plan

The Company maintains the 2013 Employee Stock Purchase Plan (the “Purchase Plan”) under which substantially all employees may purchase Aerie’s common stock through payroll deductions and lump sum contributions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of the offering periods. Employees may not purchase more than the fair value equivalent of $25,000 of stock during any calendar year. The Purchase Plan provides for the issuance of up to 645,814 shares of Aerie’s common stock.