Share-Based Compensation

9 Months Ended

Sep. 28, 2019

Share-based Payment Arrangement [Abstract]

On April 11, 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan (“2011 Plan”), and most recently amended the 2011 Plan on April 10, 2019. The 2011 Plan was amended, restated and re-named the 2018 Equity Incentive Plan (“2018 Plan”), which became effective as of April 30, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2011 Plan were added to the shares reserved for issuance under the 2018 Plan.

The 2018 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. The maximum aggregate number of shares that may be issued under the 2018 Plan is 14,482,356 shares of the Company’s common stock. In addition, the number of shares reserved for issuance under the 2018 Plan will be increased automatically on the first day of each fiscal year beginning with the 2020 fiscal year, by a number equal to the least of: (i) 2,144,521 shares; (ii) 4.0% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such number of shares determined by the Company’s Board of Directors.

The 2018 Plan may be amended, suspended or terminated by the Company’s Board of Directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2018 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s Board of Directors, the 2018 Plan will automatically terminate on November 14, 2028.

The following grants were made pursuant to the 2018 Plan in the nine months ended September 28, 2019: (i) options to purchase 264,033 shares of common stock were granted to certain employees on April 3, 2019, having an exercise price of $20.02 per share, (ii) options to purchase (A) 1,000,000 shares of common stock were granted to executive officers on April 18, 2019, (B) 48,999 shares of common stock were granted to certain employees on April 29, 2019, and (C) 50,000 shares of common stock were granted to certain executive officers on May 1, 2019, in each case to be effective upon and subject to the effectiveness of the registration statement relating to the Company’s IPO and having an exercise price equal to the IPO price of $25.00 per share, (iii) awards covering 99,433 shares of restricted stock were granted to nonemployees on April 18, 2019 at a purchase price of $0.01 per share to be issued upon payment of the purchase price, (iv) an option to purchase 125,000 shares of common stock was granted to an executive officer on June 10, 2019, having an exercise price of $168.10 per share, (v) 70,360 RSUs with a grant date fair value of $168.10 were granted to certain employees on June 10, 2019, (vi) an option to purchase 5,073 shares of common stock was granted to an executive officer on August 1, 2019, having an exercise price of $176.04 per share, and (vii) 14,862 RSUs with a grant date fair value of $176.04 were granted to certain employees and a consultant on August 1, 2019.

As of September 28, 2019 and December 31, 2018, there were 6,087,169 and 5,120,293 shares, respectively, issuable under stock options outstanding, 85,121 and 0 shares, respectively, issuable under unvested RSUs outstanding, 4,854,085 and 4,335,331 shares, respectively, issued for stock option exercises, RSU settlement, and restricted stock grants, and 3,455,930 and 6,859 shares, respectively, available for grants under the 2018 Plan.

Stock Options

Option grants in the nine months ended September 28, 2019 generally vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting monthly over the remaining three-year period. The stock option grant to an executive officer on August 1, 2019 vests monthly over a 48-month period.

The following table summarizes the Company’s stock option activity during the nine months ended September 28, 2019:



	Number of Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)⁽¹⁾
Outstanding at December 31, 2018	5,120,293		$	3.13	7.3	$	81,371
Granted	1,493,105		$	36.61	—	$	—
Exercised	(442,604	)	$	2.06	—	$	33,440
Cancelled/Forfeited	(83,625	)	$	8.67	—	$	—
Outstanding at September 28, 2019	6,087,169		$	11.34	7.3	$	838,191
Vested and exercisable at September 28, 2019	3,233,150		$	1.72	5.7	$	474,955
Vested and expected to vest at September 28, 2019	4,503,505		$	6.27	6.6	$	641,908

__________

(1) Aggregate intrinsic value is calculated as the difference between the value of common stock on the transaction date and the exercise price multiplied by the number of shares issuable under the stock option.

During the three months ended September 28, 2019 and September 29, 2018, the Company recorded in aggregate $2.0 million and $0.3 million, respectively, of share-based compensation expense related to options issued to employees and nonemployees. During the nine months ended September 28, 2019 and September 29, 2018, the Company recorded in aggregate $3.8 million and $1.0 million, respectively, of share-based compensation expense related to options issued to employees and nonemployees. The share-based compensation expense is included in cost of goods sold and SG&A expenses in the Company’s condensed statements of operations.

As of September 28, 2019, there was $9.8 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over 3.3 years.

Restricted Stock Units

RSU grants in the nine months ended September 28, 2019 generally vest 25% of the total award on the first anniversary of the grant date, and thereafter ratably vesting quarterly over the remaining three years of the award.The RSU grant to an executive officer on August 1, 2019 vests quarterly over 16 quarters. The RSU grant to a consultant on August 1, 2019 vests monthly over a 12-month period.

The following table summarizes the Company’s RSU activity during the nine months ended September 28, 2019:



	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Unvested at January 1, 2019	—		$	—
Granted	85,222		$	169.48
Vested	(101	)	$	176.04
Unvested at September 28, 2019	85,121		$	169.49

During the three months ended September 28, 2019 and September 29, 2018, the Company recorded in aggregate $0.6 million and $0, respectively, of share-based compensation expense related to RSUs granted to employees and a consultant. During the nine months ended September 28, 2019 and September 29, 2018, the Company recorded in aggregate $0.7 million and $0, respectively, of share-based compensation expense related to RSUs granted to employees and a consultant. The share-based compensation expense is included in cost of goods sold and SG&A expenses in the Company’s condensed statements of operations.

As of September 28, 2019, there was $3.8 million in unrecognized compensation expense related to nonvested RSUs which is expected to be recognized over 3.6 years.

Restricted Stock to Nonemployees

In April 2019, the Company’s Board of Directors approved the issuance of 99,433 shares of restricted stock with a fair value of $20.02 per share and a purchase price of $0.01 per share to nonemployees serving as the Company’s brand ambassadors. The Company has the right to repurchase the unvested shares upon a voluntary or involuntary termination of a brand ambassador’s service; however, as shares vest monthly over 24 months, they are being released from the repurchase option (and all such shares will be released from the repurchase option by May 18, 2021).

In October 2018, the Company’s Board of Directors approved the issuance of 135,791 shares of restricted stock with a fair value of $17.03 per share and a purchase price of $0.02 per share to nonemployees serving as the Company’s brand ambassadors. The Company has the right to repurchase the unvested shares upon a voluntary or involuntary termination of a brand ambassador’s service; however, as shares vest monthly over 12 to 24 months, they are being released from the repurchase option (and all such shares will be released from the repurchase option by November 1, 2020).

The following table summarizes the Company’s restricted stock activity during the nine months ended September 28, 2019:



	Number of Shares of Restricted Stock		Weighted Average Remaining Contractual Life (Years)	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2018	100,127		1.6	$	17.03
Granted	99,433		—	$	20.02
Vested/Released	(62,626	)	—	$	19.21
Cancelled/Forfeited	(23,333	)	—	$	—
Unvested at September 28, 2019	113,601		1.5	$	19.49

As of September 28, 2019, 113,601 shares of restricted stock had been purchased by nonemployee brand ambassadors which remained subject to vesting requirements and repurchase pursuant to restricted stock purchase agreements.

During the three and nine months ended September 28, 2019, the Company recorded in aggregate $0.5 million and $1.3 million, respectively, of share-based compensation expense related to restricted stock issued to nonemployee brand ambassadors, which is included in SG&A expenses in the Company’s condensed statements of operations. During the three and nine months ended September 29, 2018, the Company recorded no share-based compensation expense related to restricted stock issued to nonemployee brand ambassadors.

As of September 28, 2019, there was $2.5 million in unrecognized compensation expense related to nonvested restricted stock, which is expected to be recognized over 1.5 years.

Employee Stock Purchase Plan

On November 15, 2018, the Company’s Board of Directors adopted its 2018 Employee Stock Purchase Plan (“2018 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on April 30, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2018 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2018 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 804,195 shares of common stock for issuance under the 2018 ESPP. In addition, the number of shares reserved for issuance under the 2018 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years, starting with the 2020 fiscal year, by a number equal to the least of: (i) 536,130 shares; (ii) 1% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company’s Board of Directors. The 2018 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The administrator has not yet approved an offering under the 2018 ESPP.