Stock-Based Compensation | Stock-Based Compensation The Company maintains two equity incentive plans -- the Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the "2019 Plan") and the Virgin Galactic Holdings, Inc. 2023 Employment Inducement Incentive Award Plan (the "Inducement Plan"). Pursuant to the 2019 Plan, the Company has the ability to grant incentive stock options and non-qualified stock options, restricted stock awards, stock appreciation rights, restricted stock units and other stock or cash-based awards to employees and other service providers of the Company and its subsidiaries and members of the Company’s board of directors. The 2019 Plan, as amended and restated, was adopted by the Company's board of directors and became effective in April 2023, subject to the approval of the Company’s stockholders, and was approved by the Company’s stockholders in June 2023. Prior to the amendment and restatement of the Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the “Original Plan”), the Company initially reserved 21,208,755 shares of common stock for issuance. The amendment and restatement of the Original Plan increased the number of shares available for issuance by 8,200,000 shares. Pursuant to the Inducement Plan, the Company has the ability to grant non-qualified stock options, restricted stock awards, stock appreciation rights, RSUs and other stock or cash-based awards to certain prospective employees in connection with their commencement of employment with the Company, who (i) is being hired by the Company or (ii) is being rehired following a bona fide period of interruption of employment by the Company, as an inducement material to their commencing employment. The Company's board of directors adopted the Inducement Plan in June 2023 and reserved 2,800,000 shares of common stock for the issuance of awards thereunder. Common Stock Reserved for Future Issuance As of December 31, 2023, 24.5 million shares remained available for issuance under the 2019 Plan and the Inducement Plan. Time-Based Stock Options Stock options (other than PSOs) typically vest over four years, with 25% cliff vest at the grant date first anniversary and ratably over the next three years, subject to continued employment on the applicable vesting date. Vested options will be exercisable at any time until ten years from the grant date, subject to earlier expiration under certain terminations of service and other conditions. The stock options granted have an exercise price equal to the closing stock price of the Company's common stock on the grant date. The weighted-average grant date fair value of the stock options granted in 2022 was estimated using a Black-Scholes model with the following assumptions: Expected life (in years) 6.1 Expected volatility 69.0 % Risk free interest rate 2.2 % Dividend yield — % A summary of activity for time-based stock options is as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Weighted- Average Grant Date Fair Value (Dollars in thousands, except per share amounts) Outstanding at December 31, 2020 6,796,045 $ 13.59 8.6 $ 68,888 Granted — — Exercised (1,601,857) 12.47 Forfeited (940,421) 13.27 Outstanding at December 31, 2021 4,253,767 14.09 7.6 6,187 Granted 303,030 7.99 $ 4.95 Exercised (4,182) 11.79 Forfeited (1,187,680) 13.87 Outstanding at December 31, 2022 3,364,935 13.63 7.1 — Granted — — Exercised — — Forfeited (451,953) 10.89 Outstanding at December 31, 2023 2,912,982 $ 14.03 6.0 $ — Exercisable at December 31, 2023 2,593,266 $ 13.66 5.9 $ — The aggregate intrinsic value is calculated based on the difference between the Company's closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year end date. Performance Stock Options Compensation expense on PSOs is recognized over the period between the grant date and the estimated vest date. The number of PSOs that will vest depends on the attainment of certain stock price goals. Vested options will be exercisable at any time until ten years from the grant date, subject to earlier expiration under certain terminations of service and other conditions. The stock options granted have an exercise price equal to the closing stock price of the Company's common stock on the grant date. The weighted-average grant date fair value of the PSOs granted in 2022 was estimated using a Monte-Carlo simulation with the following assumptions: Expected exercise behavior 75.0 % Expected Volatility 58.0 % Risk free interest rate 2.2 % Dividend yield — % A summary of activity for PSOs is as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Weighted- Average Grant Date Fair Value (Dollars in thousands, except per share amounts) Outstanding at December 31, 2021 — $ — 0 $ — Granted 405,680 8.99 $ 4.93 Exercised — — Forfeited — — Outstanding at December 31, 2022 405,680 8.99 9.2 — Granted — Exercised — Forfeited — Outstanding at December 31, 2023 405,680 $ 8.99 8.2 $ — Exercisable at December 31, 2023 — $ — 0 $ — The aggregate intrinsic value is calculated based on the difference between the Company's closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year end date. Restricted Stock Units RSUs typically vest over four years with 25% cliff vest at the first year anniversary of the grant date and ratably over the next three years. The fair value of the Company's RSUs is based on the closing stock price on the date of grant. A summary of activity for RSUs is as follows: Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 4,760,784 $ 19.63 Granted 988,781 34.03 Vested (2,100,931) 18.30 Forfeited (1,251,902) 17.41 Outstanding at December 31, 2021 2,396,732 27.89 Granted 4,317,161 8.14 Vested (1,545,981) 19.99 Forfeited (780,387) 16.46 Outstanding at December 31, 2022 4,387,525 12.64 Granted 6,490,656 4.10 Vested (2,548,130) 12.99 Forfeited (1,937,506) 7.85 Outstanding at December 31, 2023 6,392,545 $ 7.33 Award Modification In March 2020, the Company modified RSU grants made in connection with the closing of the Virgin Galactic Business Combination by removing one of the vesting criteria requiring its share price value to be greater than $10 per share at the time RSUs vest. No other terms of the awards were modified. Total incremental stock-based compensation expense recorded as a result of the modification was $1.8 million, $2.8 million and $5.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Performance Stock Units Between 25% and 200% of outstanding PSUs are eligible to vest based on the achievement of certain performance-based or market-based conditions by specified target dates, subject to continued service through the applicable vesting dates. PSUs with performance-based conditions are amortized over the requisite service period in which it is probable that the condition will be achieved. PSUs with market-based conditions vest based on the Company's common stock performance following the end of the three-year performance measurement period, based on the highest closing price over twenty consecutive trading days during that period. PSUs with market-based conditions cannot vest before the end of the performance measurement period, thus the requisite service period is three years. All PSUs outstanding as of December 31, 2023 and 2022 vest based on market-based conditions following the end of the three-year performance measurement period. The weighted-average grant date fair value of the PSUs granted in 2023 and 2022 were estimated using a Monte-Carlo simulation with the following assumptions: 2023 2022 Expected volatility 96.0 % 94.6 % Risk free interest rate 4.0 % 2.5 % Dividend yield — % — % A summary of activity for PSUs is as follows: Shares Weighted- Average Grant Date Fair Value Outstanding at December 31, 2020 — $ — Granted 94,689 26.70 Vested — — Forfeited (4,850) 30.93 Outstanding at December 31, 2021 89,839 26.47 Granted 326,016 13.50 Vested — — Forfeited (112,518) 26.17 Outstanding at December 31, 2022 303,337 13.46 Granted 945,603 7.86 Vested — — Forfeited (265,374) 9.94 Outstanding at December 31, 2023 983,566 $ 10.42 Stock-Based Compensation A summary of the components of stock-based compensation expense included in the consolidated statements of operations and comprehensive loss is as follows: Year Ended December 31, 2023 2022 2021 (In thousands) Stock option and PSO expense: Spaceline operations $ 379 $ — $ — Research and development 1,412 2,610 3,211 Selling, general and administrative 4,950 7,662 14,258 Total stock option and PSO expense 6,741 10,272 17,469 RSU and PSU expense: Spaceline operations 2,494 — — Research and development 7,665 11,144 12,413 Selling, general and administrative 27,196 24,293 31,923 Special charges 162 — — Total RSU and PSU expense 37,517 35,437 44,336 Total stock-based compensation expense $ 44,258 $ 45,709 $ 61,805 As of December 31, 2023, the Company had unrecognized stock-based compensation expense of $3.5 million for stock options, which is expected to be recognized over a weighted-average period of 0.8 years. There was no unrecognized stock-based compensation expense for PSOs. Unrecognized stock-based compensation expense as of December 31, 2023 for RSUs and PSUs totaled $39.3 million and $5.7 million, respectively, which are expected to be recognized over a weighted-average period of 1.1 years and 0.9 years, respectively. |