XML 48 R20.htm IDEA: XBRL DOCUMENT v3.22.1
Stock-based Compensation
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock-based Compensation Stock-based Compensation
2021 Equity Incentive Plan
In June 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”), which on the date of the underwriting agreement related to the Company’s IPO became effective with an initial reserve of 26,662,087 shares, plus any shares subject to outstanding awards granted under the 2018 Equity Incentive Plan (“2018 Plan”) that, on or after the effectiveness of the 2021 Plan, terminate or expire before exercise or settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to (1) 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Company's board of directors no later than December 31 of the immediately preceding year. Under the 2021 Plan, the Company may grant incentive stock options, non-statutory stock options, RSAs, restricted stock units, stock appreciation rights, performance awards and other stock-based awards. Terms of stock awards, including vesting requirements, are determined by the Company’s board of directors or by a committee authorized by the Company’s board of directors, subject to provisions of the 2021 Plan. The term of any stock option granted under the 2021 Plan cannot exceed ten years. Generally, awards granted by the Company vest over four years, but may be granted with different vesting terms. In conjunction with adopting the 2021 Plan, the Company discontinued the 2018 Plan with respect to new equity awards.
As of December 31, 2021, 24.7 million shares were available for future issuance pursuant to the 2021 Plan.
2021 Employee Stock Purchase Plan
In June 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which became effective immediately prior to the execution of the underwriting agreement related to the Company’s IPO with an initial reserve of 2,470,000 shares. The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their earnings, subject to plan limitations. Unless otherwise determined by the Company’s board of directors, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first date of an offering or on the purchase date. The number of shares of the Company’s common stock reserved for issuance under the 2021 ESPP will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (1) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, and (2) 4,940,000 shares; provided, however, that the Company’s board of directors may act to provide a lesser increase in number of shares. The Company may specify offerings with durations not more than 27 months and may specify shorter purchase periods within each offering. No shares have been issued under the 2021 ESPP as of December 31, 2021.
2018 Equity Incentive Plan
In 2018, the Company established the 2018 Plan under which it may grant incentive stock options, non-statutory stock options, RSAs, restricted stock units, stock appreciation rights, and other stock-based awards. Terms of stock awards, including vesting requirements, are determined by the board of directors or by a committee authorized by the Company’s board of directors, subject to provisions of the 2018 Plan. The term of any stock option granted under the 2018 Plan cannot exceed ten years. Generally, awards granted by the Company vest over four years, but may be granted with different vesting terms. Pursuant to the terms of the 2021 Plan, any shares subject to outstanding options originally granted under the 2018 Plan that terminate, expire or lapse for any reason without the delivery of shares to the holder thereof shall become available for issuance pursuant to awards granted under the 2021 Plan. While no shares are available for future issuance under the 2018 Plan, it continues to govern outstanding equity awards granted thereunder.
Stock-based Compensation Expense
Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows (in thousands):
Year Ended December 31,
202120202019
Research and development
$15,328 $14,977 $4,926 
General and administrative
46,873 18,284 10,806 
Total stock-based compensation expense
$62,201 $33,261 $15,732 
Stock-based compensation expense for the year ended December 31, 2021 includes the impact of awards accelerated in connection with the Company’s IPO of $2.6 million.
Stock Options and RSA Modifications
Stock-based compensation expense includes costs related to stock option and RSA modifications in the years ended December 31, 2021 and 2020. The modifications were due to the reduction in the service level for certain employees, including the former chief executive officer (“CEO”), changes in vesting schedules and an increase to certain awards’ post-termination exercise periods. The modifications impacted both vested and unvested awards. Expense associated with vested awards was recognized in the period of the modification and expense associated with unvested awards is recognized over the remaining service life of the options or RSAs. The following is a summary of the incremental stock-based compensation expense recognized during the years ended December 31, 2021 and 2020, as well as expense to be recognized in future periods as a result of the modifications (in thousands):
Year Ended December 31,
Future
Total20212020Expense
2021 Equity Modifications:
Former CEO - Options$21,948 $4,105 $— $17,843 
Other - Options1,019 1,019 — — 
Former CEO - RSA
10,908 3,237 — 7,671 
2020 Equity Modifications:
Former CEO - Options15,052 6,044 2,755 6,253 
Other - Options4,717 1,153 2,954 610 
Former CEO - RSA
20,799 10,168 4,701 5,930 
Other - RSA
9,029 1,975 7,054 — 
Total
$83,472 $27,701 $17,464 $38,307 
Repricing
Stock-based compensation expense includes the impact of the Company repricing certain stock options in December 2019 by canceling all existing outstanding option grants with a per share exercise price at, and higher than, $4.78 in exchange for new option grants at an exercise price of $3.65 per share. Except for the change in exercise price, the new options had the same terms and conditions as the original options, including the contractual term, vesting schedule and vesting start date. The total amount of incremental stock-based compensation expense associated with the repricing was
$3.3 million, of which $0.3 million, $0.7 million and $0.6 million were recognized for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts relating to options that were already vested were recorded on the date of the modification and amounts relating to options that were unvested are expensed over the remaining vesting term of the new options. Stock-based compensation expense also includes the impact of the accelerated vesting of certain RSAs in 2019, resulting in an incremental expense of $8.6 million, which was recorded for the year ended December 31, 2019.
At December 31, 2021, total stock-based compensation cost related to unvested awards not yet recognized was $136.8 million, which is expected to be recognized over a remaining weighted-average period of 2.33 years.
Restricted Stock Awards
A summary of the Company’s RSAs activity were as follows:
Number of SharesWeighted-Average
Value at Grant Date
Per Share
Unvested shares as of December 31, 2020
7,562,503 $0.0001 
Vested
(4,943,751)$0.0001 
Forfeited
(18,750)$0.0001 
Unvested shares as of December 31, 2021
2,600,002 $0.0001 
The fair value of RSAs vested during the years ended December 31, 2021, 2020 and 2019 was $57.1 million, $29.4 million and $33.5 million, respectively.
Stock Options
A summary of the Company’s stock option activity were as follows:
Number of
Stock
Options
Weighted-
Average
Exercise
Price
Per Share
Weighted-
Average
Remaining
Contractual
Life (in
years)
Aggregate
Intrinsic
Value (in
thousands)
Options outstanding as of December 31, 2020
34,413,889 $3.33 8.67$100,223 
Granted
12,947,501 $9.09 
Exercised
(2,750,380)$3.43 
Canceled or forfeited
(2,835,831)$4.19 
Options outstanding as of December 31, 2021
41,775,179 $5.05 7.84$142,076 
Options exercisable as of December 31, 2021
23,716,000 $3.39 7.08$110,520 
The fair value of stock options granted to employees, directors and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions:
Year Ended December 31,
202120202019
Risk-free interest rate0.80 %0.79 %1.91 %
Expected volatility79 %75 %75 %
Expected term (in years)6.106.116.08
Expected dividend yield%%%
The weighted-average grant date fair value of options granted for the years ended December 31, 2021, 2020 and 2019 was $6.59 per share, $3.36 per share and $2.24 per share, respectively. The intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $16.1 million and $0.3 million, respectively. No options were exercised for the year ended December 31, 2019.