Annual report pursuant to Section 13 and 15(d)

Stock Based Compensation

v3.22.0.1
Stock Based Compensation
12 Months Ended
Dec. 31, 2021
Stock Based Compensation  
Stock Based Compensation

10. Stock Based Compensation

The Company may grant qualified and non-qualified stock options, common stock and other stock-based awards under various plans to directors, officers, employees and other individuals. Stock options are granted at exercise prices of not less than the fair market value of the Company’s common stock on the date of grant. Additionally, the Company has an ESPP that allows employees to purchase Company shares at a purchase price equal to 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period.

Employee Stock Purchase Plan

In May 2015, the Company’s stockholders approved the 2015 Employee Stock Purchase Plan (the “2015 ESPP”), which replaced the Company’s legacy 1998 ESPP. Under the 2015 ESPP, the Company reserved 15,000 shares of common stock for issuance as of its effective date of July 1, 2015, subject to adjustment in the event of a stock split, stock dividend,

combination or reclassification or similar event. The 2015 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. The 2015 ESPP provides for six-month offering periods ending on May 31 and November 30 of each year. At the end of each offering period, 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 trading day of the offering period or on the last day of the offering period.

In February 2017, the Compensation Committee and the Board of Directors adopted, and in May 2017, the Company’s stockholders approved, an amendment to the Company’s 2015 ESPP. The amendment (a) increased by 250,000 the shares of common stock (from 15,000 shares to a total of 265,000 shares) available for issuance under the 2015 ESPP; and (b) increased the maximum number of shares of common stock an employee may purchase in any offering period to 2,500. As of December 31, 2021, the Company had 237,072 remaining authorized shares available for purchase under the ESPP.

During the years ended December 31, 2021 and 2020, employees purchased 2,225 and 2,746 shares of common stock, respectively, under the 2015 ESPP.

Deferred Savings Plan

Under section 401(k) of the Internal Revenue Code of 1986, the Board of Directors adopted, effective June 1, 1987, a tax-qualified deferred compensation plan for employees of the Company. Participants may make contributions which defer up to 50%of their eligible compensation per payroll period, up to a maximum for 2021 and 2020 of $19,500 (or $26,000 for employees over 50 years of age). The Company may, at its sole discretion, make contributions each plan year, in cash or in shares of the Company’s common stock, in amounts which match up to 50% of the salary deferred by the participants. The expense related to these contributions was $0.1 million for the years ended December 31, 2021 and December 31, 2020, and 100% was paid in common stock for each year. The Company applies shares from plan forfeitures of terminated employees toward the Company’s matching contribution.  

Stock Option Plans

In May 2010, the Compensation Committee and Board of Directors adopted, and in July 2010 the Company’s stockholders approved the 2010 Plan. The 2010 Plan was amended in 2016, 2017 and 2019 to (a) increase the number of shares of common stock issuable under the 2010 Plan; (b) increase the number of shares of common stock issuable under the 2010 Plan as incentive stock options; and (c) extend the term of the 2010 Plan to April 1, 2029. As of December 31, 2021, the number of shares of common stock reserved for issuance under the 2010 Plan is 3,029,062 shares.

From the 2010 Plan, the Company grants stock options to eligible employees, consultants and directors. Stock-based awards granted under the 2010 Plan may be exercised when vested and generally expire ten years from the date of the grant or three to six months from the date of termination of employment (longer in case of death or certain retirements).

As of December 31, 2021, the Company had 161,140 shares available for grant under the 2010 Plan. As of December 31, 2021, options to purchase 1,911,177 shares of common stock were outstanding under the 2010 Plan.

Stock Options

Stock options generally vest monthly over three years for employees and one year for directors. Stock options held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest on the earlier of scheduled vest date or the date of retirement.

Stock Option Plans Summary

The following table summarizes the Company’s stock option activity for the year ended December 31, 2021.

As of December 31, 2021

Weighted

    

Weighted

Average

Average

Aggregate

Exercise

Contractual 

Intrinsic

Number of

Price

Term

Value

shares

Per Share

(in years)

(in thousands)

Outstanding at January 1, 2021

1,827,906

$

20.66

 

6.31

 

$

51,401

Granted

 

325,211

 

32.02

 

  

 

  

Exercised

 

(77,305)

 

13.61

 

  

 

  

Forfeited, expired or cancelled

(164,635)

 

46.59

 

  

 

  

Outstanding at December 31, 2021

1,911,177

$

20.64

 

6.33

$

15,103

Exercisable at December 31, 2021

1,553,696

$

18.75

 

5.69

$

14,894

The aggregate intrinsic value of stock options exercised in 2021 and 2020 was $1.6 million and $5.4 million, respectively.

The weighted-average grant-date fair value per share of the options granted in 2021 and 2020 was $22.23 and $18.41, respectively.

As of December 31, 2021, $4.1 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 2.21 years.

Stock-based Compensation Expense

The fair value of stock options granted during the years ended December 31, 2021 and 2020, was estimated based on the following weighted average assumptions for:

Year Ended December 31, 

 

    

2021

    

2020

 

Dividend yield

 

0

%  

0

%

Expected volatility

 

83

%  

100

%

Risk-free interest rate

 

0.95

%  

0.72

%

Expected term

 

5.66 years

5.64 years

The following table shows total stock-based compensation expense for stock options and ESPP in the consolidated statements of operations and comprehensive income (in thousands):

Year Ended December 31, 

    

2021

    

2020

Research and development

$

$

General and administrative

 

6,195

 

3,961

Total stock-based compensation expense

$

6,195

$

3,961