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Stock-Based Compensation
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

10. Stock-Based Compensation

We have three stock-based compensation plans – the Amended and Restated 2017 Inducement Equity Plan, or the 2017 Inducement Plan, the Amended and Restated 2015 Stock Option and Incentive Plan, or 2015 Plan, and the 2012 Stock Option and Grant Plan, or 2012 Plan. As of June 30, 2022, there were 2,329,397 shares reserved under the 2017 Inducement Plan and 5,396,563 shares reserved under the 2015 Plan for the future issuance of equity awards. Upon adoption of the 2015 Plan in July 2015, no new awards or grants are permitted under the 2012 Plan. See Note 11 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, for additional information related to these stock-based compensation plans.

Stock Options

The following summarizes stock option activity under the 2017 Inducement Plan, 2015 Plan and 2012 Plan:

 

 

Number of Options

 

Weighted-Average Exercise Price

 

Outstanding—December 31, 2021

 

3,553,763

 

$

42.00

 

Options granted

 

671,701

 

 

29.32

 

Options exercised

 

(36,668

)

 

14.73

 

Options canceled

 

(150,247

)

 

50.13

 

Outstanding—June 30, 2022

 

4,038,549

 

$

39.84

 

The fair values of stock options granted to employees were calculated using the following assumptions:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2022

 

2021

 

2022

 

2021

Expected term (in years)

 

5.3

 

5.3-6.1

 

5.3-6.1

 

5.3-6.1

Volatility

 

65.50%

 

68.1%-72.2%

 

65.5%-70.5%

 

68.1%-72.7%

Risk-free interest rate

 

3.6%

 

1.0%-1.1%

 

1.4%-3.6%

 

0.9%-1.1%

Dividend yield

 

 

 

 

Restricted Stock Units

The following table summarizes activity of restricted stock units, or RSUs, granted to employees with service-based vesting under the 2017 Inducement Plan and 2015 Plan and related information:

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

Number

 

 

Grant Date

 

 

 

of RSUs

 

 

Fair Value

 

Non-vested units — December 31, 2021

 

 

2,986,269

 

 

$

45.37

 

RSUs granted

 

 

1,886,774

 

 

 

29.83

 

RSUs vested

 

 

(482,023

)

 

 

51.13

 

RSUs forfeited

 

 

(300,044

)

 

 

40.03

 

Non-vested units — June 30, 2022

 

 

4,090,976

 

 

$

37.92

 

 

 

 

 

 

 

 

 

Performance-based RSU Awards

2020 Market-Condition RSU Awards

Beginning in June 2020, the Compensation Committee of our Board of Directors has granted awards of performance-based RSUs to certain of our senior management, including our executive officers, under the 2015 Plan, the vesting of which is contingent upon the achievement of three escalating stock price targets, which we refer to as the 2020 Market-Condition RSU Awards. Since June 1, 2020, certain awards have been forfeited in connection with employee terminations and new awards have been granted in connection with new appointments, with awards for up to an aggregate of 450,800 RSUs outstanding as of June 30, 2022. Upon the achievement of the respective stock price targets, 50% of the RSUs allotted to that tranche will vest, while the remaining 50% will vest on the first anniversary of the date the stock price target was achieved, subject to the employee’s continued employment or other service relationship with us through such vesting date. Under the terms of the awards, if the stock price targets are not achieved for all or some of the tranches on or before June 30, 2024, the unvested awards will be automatically terminated and forfeited. The compensation cost for the RSUs with a market condition is not reversed when the market condition is not satisfied. The target prices and vesting tranches are set forth in the following table:

 

Stock Price Targets

 

 

Number of Units Allowed

 

$

109.20

 

 

 

90,160

 

$

145.60

 

 

 

157,780

 

$

182.00

 

 

 

202,860

 

The grant date fair value of the 2020 Market-Condition RSU Awards was estimated using a Monte Carlo simulation model, which includes variables such as the expected volatility of our share price and interest rates to generate potential future outcomes. We recognize the related compensation expense on a straight-line basis over the applicable derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions.

The following table summarizes the 2020 Market-Condition RSU Awards granted and forfeited during the six months ended June 30, 2022:

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number

 

 

Grant Date

 

 

Vesting

 

 

Intrinsic

 

 

 

of RSUs

 

 

Fair Value

 

 

Period (years)

 

 

Value

 

Non-vested market-condition awards — December 31, 2021

 

 

450,800

 

 

$

43.17

 

 

 

0.30

 

 

$

13,195

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Non-vested market condition awards — June 30, 2022

 

 

450,800

 

 

$

43.15

 

 

 

0.21

 

 

$

14,403

 

At June 30, 2022, total unrecognized compensation expense related to non-vested 2020 Market-Condition RSU Awards was $1.6 million, which is expected to be recognized over their respective remaining derived service periods. The weighted average remaining derived service period is 0.21 years. For the three and six months ended June 30, 2022, and 2021, we recognized $0.9 million, $2.0 million, $1.5 million, and $4.6 million, respectively, in stock-based compensation expense related to the 2020 Market-Condition RSU Awards.

Total Shareholder Return and Patient Share RSU Awards

In March 2022, the Compensation Committee of our Board of Directors granted two types of performance-based RSU awards to our executive officers under the 2015 Plan that are milestone based, with 50% of the awards earned based on relative total stockholder return, or TSR (which we refer to as the TSR RSU Awards), and 50% of the awards earned based on patient market share (which we refer to as the Patient Share RSU Awards). Each of these awards are measured over a three-year performance period beginning on January 1, 2022.

TSR RSU awards

The vesting of the TSR RSU Awards is contingent upon our TSR percentile ranking relative to the companies within the NASDAQ Biotechnology Index over the three-year cumulative performance period of January 1, 2022 through December 31, 2024. Vesting is also subject to continued service requirements through the date that the Compensation Committee of our Board of Directors determines achievement of the applicable performance condition following the end of the performance period. The number of shares of common stock that could be distributed at the end of the three-year performance period may range from 0% to 200% of the target

number of shares granted. The TSR percentile rankings and performance multipliers for the TSR RSU Awards are set forth in the following table:

 

Total Shareholder Return Percentile Rank within the Performance Measurement Index

Performance Multiplier if Total Shareholder Return is ≥ 0%

Performance Multiplier if Total Shareholder Return is < 0%

100th Percentile or higher

200%

100%

50th Percentile

100%

100%

25th Percentile

50%

50%

Below 25th Percentile

0%

0%

The grant date fair value of the TSR RSU Awards was estimated using a Monte Carlo simulation model, which includes variables such as the expected volatility of our share price and interest rates to generate potential future outcomes. We recognize the related compensation expense on a straight-line basis over the applicable derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions.

The following table summarizes the TSR RSU Awards granted during the six months ended June 30, 2022:

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number

 

 

Grant Date

 

 

Vesting

 

 

Intrinsic

 

 

 

of RSUs

 

 

Fair Value

 

 

Period (years)

 

 

Value

 

Total Shareholder Return awards — December 31, 2021

 

 

 

 

$

 

 

 

 

 

$

 

Granted

 

 

98,276

 

 

 

47.34

 

 

 

2.59

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Total Shareholder Return awards— June 30, 2022

 

 

98,276

 

 

$

47.34

 

 

 

2.59

 

 

$

3,140

 

The following table summarizes the assumptions used to estimate the fair value of the TSR RSU Awards as of the grant date:

 

 

 

Six Months Ended June 30,

 

 

2022

Expected term (in years)

 

2.84

Volatility

 

66.01%

Risk-free interest rate

 

1.4%

Dividend yield

 

At June 30, 2022, total unrecognized compensation expense related to TSR RSU Awards was $4.1 million, which is expected to be recognized over their respective remaining derived service periods. The weighted average remaining derived service period is 2.59 years. For the three and six months ended June 30, 2022, we recognized $0.4 million and $0.5 million in stock-based compensation expense related to the TSR RSU Awards.

Patient Share RSU Awards

The vesting of the Patient Share RSU Awards is contingent upon our percentage of patient share within a comparator group consisting of all U.S.-based SCD patients (including pediatric patients) during a three-year cumulative performance period of January 1, 2022 through December 31, 2024. Vesting is also subject to continued service requirements through the date that the Compensation Committee of our Board of Directors determines achievement of the applicable performance condition following the end of the performance period. The number of shares of common stock that could be distributed at the end of the three-year performance period may range from 0% to 200% of the target number of shares granted. The patient share percentages and performance multipliers for the Patient Share RSU Awards are set forth in the following table:

 

Patient Share

Performance Multiplier

19.80%

200%

18%

100%

16.20%

50%

Below 16.2%

0%

 

 

The following table summarizes the Patient Share RSU Awards granted during the six months ended June 30, 2022:

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number

 

 

Grant Date

 

 

Vesting

 

 

Intrinsic

 

 

 

of RSUs

 

 

Fair Value

 

 

Period (years)

 

 

Value

 

Performance-based awards — December 31, 2021

 

 

 

 

$

 

 

 

 

 

$

 

Granted

 

 

98,277

 

 

 

29.87

 

 

 

2.59

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Performance-based awards— June 30, 2022

 

 

98,277

 

 

$

29.87

 

 

 

2.59

 

 

$

3,140

 

Expense for these grants is based on the fair value on the date of the grant and will be recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. As of June 30, 2022, the performance conditions were not deemed probable of achievement, and as a result no stock compensation expense was recognized for these awards. The total unrecognized compensation expense related to unvested Patient Share RSU Awards was $2.9 million.

Stock-Based Compensation Expense

Total stock-based compensation recognized by function included in the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Research and development

 

$

5,926

 

 

$

4,906

 

 

$

11,457

 

 

$

10,216

 

Selling, general and administrative

 

 

13,917

 

 

 

15,064

 

 

 

27,527

 

 

 

30,134

 

Total stock-based compensation expense

 

$

19,843

 

 

$

19,970

 

 

$

38,984

 

 

$

40,350