XML 24 R14.htm IDEA: XBRL DOCUMENT v3.22.2
Common Stock and Stock-Based Compensation
 6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Common Stock and Stock-Based Compensation Common Stock and Stock-Based Compensation
Common Stock
Share Repurchase Program

In March 2020, our board of directors approved our current share repurchase program (the "Share Repurchase Program"), providing for the repurchase of up to an aggregate of $160 million of our outstanding common stock.

Under the Share Repurchase Program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions, accelerated share repurchases or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchases have no time limit and may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance, market conditions, securities law limitations, and other factors. The repurchases will be made using our cash resources.

On September 23, 2020, our Board of Directors approved a $25 million accelerated share repurchase (“ASR”) transaction with JPMorgan Chase Bank, National Association (“JP Morgan”) as part of our existing $160 million share repurchase program. The specific number of shares to be repurchased pursuant to the ASR is based on the average of the daily volume weighted average share prices of our common stock, less a discount, during the term of the ASR program. Under the terms of our agreement with JP Morgan, we paid $25 million to JP Morgan on September 24, 2020, and received 550,623 shares, representing the notional amount of the ASR, based on the average of the daily volume weighted average share prices of our common stock, less a discount, during the term of the ASR, which was $45.40. The ASR was completed in the fourth quarter of 2020. We determined the ASR contained a forward contract and therefore we recorded fair value adjustments on the accelerated share repurchase agreement in the amount of $3 million which was a loss recorded in Other expense on our consolidated statements of operations in the year ended December 31, 2020.

As of June 30, 2022, we had repurchased an aggregate of 4,278,831 shares of common stock for an aggregate of $236.1 million pursuant to our share repurchase programs in effect since August 2016.

Stock-Based Compensation
In November 2013, our Board of Directors approved the 2014 Equity Incentive Plan (the "2014 Plan") which became effective on February 11, 2014. The 2014 Plan provides for the awards of incentive stock options, non-qualified stock options, restricted stock, restricted stock units and other stock-based awards. Awards generally vest equally over a period of four years from grant date. Vesting may be accelerated under a change in control of the Company or in the event of death or disability to the recipient. In the event of termination, any unvested shares or options are forfeited.

During the first quarter of 2018, we introduced a new long-term incentive program with the objective to better align the stock-based awards granted to management with our focus on improving total shareholder return over the long-term. The stock-based awards granted under this long-term incentive program consist of time-based stock options, time-based RSUs and PSUs. PSUs are comprised of awards: i) that would have vested upon achievement of certain share price appreciation conditions or ii) that would have vested upon achievement of certain milestone events.
A summary of stock option, RSU and PSU activity under the 2014 Plan during the six months ended June 30, 2022 and 2021 is presented below:
 Stock OptionsRSUsPSUs
Outstanding as of December 31, 20203,331,890 328,396 97,750 
Granted106,000 106,600 159,000 
Stock options exercised/RSUs vested/PSUs vested(94,328)(94,273)— 
Forfeited or expired(283,998)(29,796)(97,750)
Outstanding as of June 30, 20213,059,564 310,927 159,000 
Outstanding as of December 31, 20212,814,878 263,306 137,300 
Granted91,700 148,000 228,200 
Stock options exercised/RSUs vested/PSUs vested(62,321)(101,898)— 
Forfeited or expired(40,044)(7,082)— 
Outstanding as of June 30, 20222,804,213 302,326 365,500 

Stock Options
The fair value of stock options granted to employees, directors, and consultants were estimated using the following assumptions:
Three Months Ended
June 30, 		Six Months Ended 
 June 30,
2022202120222021
Risk-free interest rate
3.00% - 3.31%
1.01% - 1.12%
1.47% - 3.31%
0.51% - 1.12%
Volatility48.42%55.66%46.88%56.10%
Expected term (in years)6.08 years5.96 years5.65 years5.67 years
Expected dividend yield0.0%0.0%0.0%0.0%

RSUs
Each vested time-based RSU represents the right of a holder to receive one share of our common stock. The fair value of each RSU granted was estimated based on the trading price of our common stock on the date of grant.
PSUs
During the first quarter of 2022, we granted 228.2 thousand market condition PSUs based on our total shareholder return ("TSR") relative to the TSR of each member of the S&P Biotechnology Select Industry Index (the defined peer group) with a weighted-average grant date fair value of $70.45 for the CEO and $53.43 for other executives per respective PSU. The fair value of PSUs granted to employees was estimated using a Monte Carlo simulation model. Inputs used in the calculation include a risk-free interest rate of 1.6%, an expected volatility of 41%, contractual term of 3 years, and no expected dividend yield.
The fair value of market condition PSUs granted to employees was estimated using a Monte Carlo simulation model. Inputs used in the calculation are described above.
The fair value of performance condition PSUs granted to employees was estimated based on the trading price of our common stock on the date of grant adjusted for probability of achievement of the performance conditions as described above.
We did not recognize any expense for performance based PSUs granted to employees based on our estimated probability of achievement as described above.
We recognized stock-based compensation in our condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 as follows:
Three Months Ended June 30, Six Months Ended June 30,
2022202120222021
Stock options $1,671 $2,547 $3,534 $5,878 
RSUs1,289 1,217 2,924 3,005 
PSUs1,540 517 2,337 1,906 
Stock-based compensation expense $4,500 $4,281 $8,795 $10,789 
Selling, general and administrative$3,899 $3,640 $7,551 $9,253 
Research and development601 641 1,244 1,536 
Stock-based compensation expense$4,500 $4,281 $8,795 $10,789