Share-Based Compensation | 9. Share-Based Compensation 2020 Employee Share Purchase Plan In June 2020, the Company’s board of directors adopted, and the Company’s shareholders approved the 2020 Employee Share Purchase Plan (“ESPP”). The number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2021 and each January 1 thereafter through January 31, 2030, by the lesser of (1) 1.0 % of the total number of common shares outstanding on December 31 of the preceding calendar year, (2) 3,300,000 common shares, or (3) such smaller number of common shares as the Company’s board of directors may designate. As of March 31, 2024 , the number of common shares that may be issued under the ESPP is 1,772,568 . The ESPP enables eligible employees to purchase common shares of the Company at the end of each offering period at a price equal to 85 % of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Participation in the ESPP is voluntary. Eligible employees become participants in the ESPP by enrolling in the plan and authorizing payroll deductions. At the end of each offering period, accumulated payroll deductions are used to purchase the Company’s shares at the discounted price. The Company makes no contributions to the ESPP. A participant may withdraw from the ESPP or suspend contributions to the ESPP. If the participant elects to withdraw during an offering, all contributions are refunded as soon as administratively practicable. If a participant elects to withdraw or suspend contributions, they will not be able to re-enroll in the current offering but may elect to participate in future offerings. A participant may only purchase whole shares of the Company’s common shares in the ESPP. ESPP offering periods are offered on a rolling six-month basis. The Company issued 60,618 common shares under the ESPP for the three months ended March 31, 2024, at a weighted-average price per share of $ 5.91 , for aggregate proceeds of $ 0.4 million . Option Plan and 2020 Plan In December 2016, as further amended in December 2017 and September 2019, the Company adopted the Repare Therapeutics Inc. Option Plan (the “Option Plan”) for the issuance of stock options and other share-based awards to directors, officers, employees or consultants. The Option Plan authorized up to 4,074,135 shares of the Company’s common shares to be issued. In June 2020, the Company’s board of directors adopted, and the Company’s shareholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective on the effective date of the IPO, at which time the Company ceased making awards under the Option Plan. The 2020 Plan allows the Company’s compensation committee to make equity-based and cash-based incentive awards to the Company’s officers, employees, directors and consultants including but not limited to stock options and restricted share units. The aggregate number of common shares reserved and available for issuance under the 2020 Plan has automatically increased on January 1 of each year beginning on January 1, 2021 and will continue to increase on January 1 of each year through and including January 1, 2030, by 5 % of the outstanding number of common shares on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. As of March 31, 2024 , the number of common shares reserved for issuance under the 2020 Plan is 12,136,183 . The exercise price per share of a stock option must be at least equal to the fair value of the common shares on the date of grant, as determined by the Company’s compensation committee or the Company’s board of directors. Stock options awarded under the 2020 Plan expire 10 years after the grant. Unless otherwise stated in a stock option agreement, options generally have vesting conditions of 25 % of the shares subject to an option grant typically vesting upon the first anniversary of the vesting start date and thereafter at the rate of one forty-eighth of the option shares per month as of the first day of each month after the first anniversary. Inducement Plan In April 2024, the Company’s board of directors approved the adoption of the 2024 Inducement Plan (the “Inducement Plan”), to be used exclusively for grants of awards to individuals who were not previously employees or directors (or following a bona fide period of non-employment) as a material inducement to such individuals’ entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). The terms and conditions of the Inducement Plan are substantially similar to those of the 2020 Plan. 350,000 common shares have been reserved for issuance under the Inducement Plan. Stock Options The following table summarizes the Company’s stock options activity: Number of Weighted Outstanding, January 1, 2024 10,097,771 $ 13.77 Granted 1,376,682 $ 6.95 Exercised ( 8,485 ) $ 1.99 Cancelled or forfeited ( 145,179 ) $ 16.74 Outstanding, March 31, 2024 11,320,789 $ 12.91 During the three months ended March 31, 2024, an aggregate of 8,485 options were exercised at a weighted-average exercise price of $ 1.99 per share. The fair value of stock options, and the assumptions used in the Black Scholes option-pricing model to determine the grant date fair value of stock options granted to employees and non-employees were as follows, presented on a weighted average basis: Three Months Ended 2024 2023 Fair value of stock options $ 5.08 $ 8.85 Risk-free interest rate 4.19 % 3.65 % Expected terms (in years) 6.08 6.08 Expected volatility 82.99 % 81.77 % Expected dividend yield 0.00 % 0.00 % Restricted Share Units The following table summarizes the Company’s restricted share unit activity: Number of Weighted Outstanding, January 1, 2024 603,685 $ 12.42 Awarded 527,273 $ 6.95 Vested and released ( 200,262 ) $ 12.42 Forfeited ( 3,392 ) $ 12.42 Outstanding, March 31, 2024 927,304 $ 9.31 The fair value of each restricted share unit is estimated on the date of grant based on the fair value of our common shares on that same date. Share-Based Compensation Share-based compensation expense for all awards was allocated as follows: Three Months Ended 2024 2023 (in thousands) Research and development $ 3,419 $ 3,219 General and administrative 3,056 2,843 Total share-based compensation expense $ 6,475 $ 6,062 Share-based compensation expense by type of award was as follows: Three Months Ended 2024 2023 (in thousands) Stock options $ 5,685 $ 5,537 Restricted share units 709 425 ESPP 81 100 Total share-based compensation expense $ 6,475 $ 6,062 As of March 31, 2024, there was $ 38.6 million and $ 8.1 million of unrecognized share-based compensation expense to be recognized over a weighted average period of 1.6 years and 2.5 years related to unvested stock options and unvested restricted share units, respectively. |