XML 57 R24.htm IDEA: XBRL DOCUMENT v3.22.0.1
Share-Based Payments
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Share-Based Payments Share-Based PaymentsThe Company measures the fair value of stock options and RSUs issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees is recognized over the requisite service period, which is typically the vesting period. Stock-based compensation costs included in the consolidated statements of operations are presented below:
Year Ended December 31,
202120202019
Cost of products$30 $10 $20 
Cost of services172 134 220 
Research and development2,735 1,815 3,478 
Selling, general and administrative10,967 17,787 11,380 
Discontinued operations— (1,380)3,852 
Total$13,904 $18,366 $18,950 
Precigen Stock Option Plans
In April 2008, Precigen adopted the 2008 Equity Incentive Plan (the "2008 Plan") for employees and nonemployees pursuant to which Precigen's board of directors granted share based awards, including stock options, to officers, key employees and nonemployees. Upon the effectiveness of the 2013 Omnibus Incentive Plan (the "2013 Plan"), no new awards may be granted under the 2008 Plan. As of December 31, 2021, there were 29,683 stock options outstanding under the 2008 Plan.
Precigen adopted the 2013 Plan for employees and nonemployees pursuant to which Precigen's board of directors may grant share-based awards, including stock options, and shares of common stock, to employees, officers, consultants, advisors, and nonemployee directors. The 2013 Plan became effective in August 2013, and as of December 31, 2021, there were 27,000,000 shares authorized for issuance under the 2013 Plan, of which 11,164,186 stock options and 306,360 RSUs were outstanding and 5,813,233 shares were available for grant.
In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers (the "2019 Plan"), which became effective upon shareholder approval in June 2019. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members. As of December 31, 2021, there were 5,000,000 shares authorized for issuance under the 2019 Plan, of which 1,066,318 stock options and 162,121 RSUs were outstanding and 1,974,662 shares were available for grant.
Stock options may be granted with an exercise price equal to or greater than the stock's fair market value at the date of grant. Stock options may be granted with an exercise price less than the stock's fair market value at the date of grant if the stock options are replacement options in accordance with certain United States Treasury regulations. Virtually all stock options have ten-year terms and vest four years from the date of grant.
Stock option activity was as follows:
Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (Years)
Balances at December 31, 201811,093,063 $27.95 6.81
Granted1,556,575 6.52 
Exercised(19,887)(3.17)
Forfeited(1,236,326)(24.92)
Expired(2,371,143)(38.53)
Balances at December 31, 20199,022,282 21.94 6.10
Granted5,693,498 10.03 
Exercised(30,061)(3.88)
Forfeited(976,324)(15.47)
Expired(2,453,499)(26.53)
Balances at December 31, 202011,255,896 15.53 7.25
Granted2,058,820 7.59 
Exercised(127,883)(4.75)
Forfeited(305,293)(7.02)
Expired(621,353)(24.61)
Balances at December 31, 202112,260,187 14.06 6.79
Exercisable at December 31, 20217,078,840 16.69 5.59
Total unrecognized compensation costs related to unvested awards as of December 31, 2021 were $15,745 and are expected to be recognized over a weighted-average period of approximately 2.50 years.
The weighted average grant date fair value of options granted during 2021, 2020, and 2019 was $5.57, $2.98, and $3.79, respectively. The aggregate intrinsic value of options exercised during 2021, 2020, and 2019 was $225, $51, and $66, respectively. The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of Precigen's common stock for those shares where the exercise price was lower than the fair value of Precigen's common stock on the date of exercise.
In February 2022, the Company granted a total of 3,103,500 options to employees with a total grant date fair value of approximately $5,300. These options were issued from the 2013 Plan.
The following table summarizes additional information about stock options outstanding as of December 31, 2021:
Options OutstandingOptions Exercisable
Range of Exercise PricesNumber of OptionsWeighted Average Exercise PriceWeighted Average Remaining Life (Years)Aggregate Intrinsic ValueNumber of OptionsWeighted Average Exercise PriceWeighted Average Remaining Life (Years)Aggregate Intrinsic Value
$1.55 —$5.95 3,290,348 $4.64 8.18$1,329 2,031,348 $4.15 7.98$1,327 
$6.01 —$11.90 3,568,102 9.69 8.46— 833,104 9.79 7.90— 
$12.01 —$20.94 3,068,340 18.59 6.09— 1,880,991 19.16 4.93— 
$21.13 —$45.69 2,332,393 28.06 3.22— 2,332,393 28.06 3.22— 
$47.35 1,004 47.35 3.51— 1,004 47.35 3.51— 
12,260,187 $14.06 6.79$1,329 7,078,840 $16.69 5.59$1,327 
The following table summarizes additional information about stock options outstanding as of December 31, 2020:
Options OutstandingOptions Exercisable
Range of Exercise PricesNumber of OptionsWeighted Average Exercise PriceWeighted Average Remaining Life (Years)Aggregate Intrinsic ValueNumber of OptionsWeighted Average Exercise PriceWeighted Average Remaining Life (Years)Aggregate Intrinsic Value
$1.55 —$5.95 3,259,685 $4.63 8.92$18,157 1,271,310 $3.11 8.73$9,018 
$6.06 —$15.09 2,261,216 11.01 8.231,325 345,788 9.09 4.76689 
$15.80 —$20.94 3,028,309 18.85 7.38— 1,216,258 19.82 5.62— 
$21.13 —$36.84 2,303,371 26.33 4.32— 2,200,996 26.52 4.22— 
$37.88 —$47.35 403,315 42.26 4.01— 403,315 42.26 4.01— 
11,255,896 $15.53 7.25$19,482 5,437,667 $19.61 5.61$9,707 
RSU activity was as follows:
Number of Restricted Stock UnitsWeighted Average Grant Date Fair ValueWeighted Average Remaining Contractual Term (Years)
Balances at December 31, 2018970,341 $13.82 1.43
Granted2,278,460 6.59 
Vested(1,159,165)(8.74)
Forfeited(307,654)(8.99)
Balances at December 31, 20191,781,982 8.71 1.24
Granted3,157,390 3.09 
Vested(2,802,593)(3.99)
Forfeited(409,067)(8.59)
Balances at December 31, 20201,727,712 6.11 0.42
Granted462,019 7.87 
Vested(1,624,013)(5.76)
Forfeited(97,237)(8.96)
Balances at December 31, 2021468,481 8.47 0.33
Total unrecognized compensation costs related to unvested RSU awards as of December 31, 2021 were $1,145 and are expected to be recognized over a weighted-average period of approximately 0.50 years.
Precigen currently uses authorized and unissued shares to satisfy share award exercises.
The Company's Executive Chairman ("Executive Chairman"), who previously served as an employee and executive officer until September 24, 2020, received a base salary of $200 per month through March 31, 2020, payable in fully-vested shares of Precigen common stock with such shares subject to a three-year lock-up on resale.
In September 2020, the Company's board of directors, upon the recommendation of the compensation committee of the board, approved a new compensation arrangement for the Executive Chairman consisting of (i) an annual retainer of $100 payable in cash or, at the Executive Chairman's election, shares of Precigen common stock; (ii) an annual grant of fully vested stock options having a grant date fair value of $250; and (iii) an annual grant of RSUs having a grant date fair value of $250 vesting over one year. The new compensation arrangement began in calendar year 2021 and was prorated for the nine months of 2020 not covered by the Executive Chairman's previous compensation arrangement discussed above. Expense associated with the arrangements above is included in selling, general, and administrative expenses in the Company's consolidated statements of operations and totaled $680, $767, and $1,868 for the years ended December 31, 2021, 2020, and 2019, respectively.