Stock Compensation | 8. Stock Compensation In 2016, the Company adopted the 2016 Stock Plan. Subsequent to July 2020, no further awards have been granted under the 2016 Stock Plan and all equity-based awards have been and will continue to be granted under the 2020 Stock Option and Incentive Plan (the "2020 Stock Plan"). To the extent outstanding options granted under the 2016 Stock Plan are cancelled, forfeited, or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2016 Stock Plan, the number of shares underlying such awards will be available for future grant under the 2020 Stock Plan. In 2020, the Company’s stockholders approved the 2020 Stock Plan. All of the Company’s employees, officers, directors, and consultants are eligible to be granted options, restricted stock units, and other stock-based awards under the terms of the 2020 Stock Plan, which originally provided for the issuance of up to 8,376,080 of stock-based awards. The 2020 Stock Plan is also subject to annual increases to be added on the first day of each fiscal year, commencing on January 1, 2021, equal to 5 % of the number of outstanding shares on the immediately preceding December 31 or such lesser number of shares approved by the Company’s board of directors or compensation committee of the board of directors. On January 1, 2023, the number of shares available for issuance under the 2020 Stock Plan was increased by 6,056,111 shares of common stock. There were 9,160,736 stock-based awards available for grant at December 31, 2023 under the 2020 Stock Plan. In 2020, the Company adopted an Employee Stock Purchase Plan ("ESPP") that permits eligible employees to enroll in six-month offering periods. Participants may purchase shares of the Company’s common stock, through after-tax payroll deductions, at a price equal to 85 % of the fair market value of the common stock on the first or last day of the applicable six-month offering period, whichever is lower. Purchase dates under the ESPP occur on or about June 30 and December 31 each year, with the initial purchase date under the ESPP on December 31, 2021. The Company’s stockholders originally authorized 1,092,532 shares for issuance pursuant to the ESPP, which is subject to annual increases to be added on the first day of each fiscal year, commencing on January 1, 2021, equal to the lesser of 2,185,064 shares of the Company’s common stock, 1 % of the number of outstanding shares on the immediately preceding December 31, or an amount determined by the Company’s board of directors. On January 1, 2023, the number of shares available for issuance under the ESPP was increased by 1,211,222 shares of common stock. There were 3,874,096 shares available for grant at December 31, 2023 under the ESPP. In connection with all stock-based payments, total stock compensation expense recognized was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Research and development expenses $ 48,351 $ 30,671 $ 24,922 General and administrative expenses 37,680 25,467 23,532 $ 86,031 $ 56,138 $ 48,454 Time-Based Stock Options The Company has historically granted stock options to employees, directors, and consultants with vesting conditions based on continued service over time. Accordingly, stock compensation expense for such awards is recognized using a straight-line attribution model over the vesting term of each option. The following table summarizes activity for time-based stock options under the 2016 Stock Plan and the 2020 Stock Plan for the year ended December 31, 2023: Number of Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2022 9,276,552 $ 18.33 7.85 $ 34,647 Granted 4,129,710 18.64 Exercised ( 366,025 ) 4.95 Cancelled ( 648,422 ) 23.52 Outstanding at December 31, 2023 12,391,815 $ 18.56 7.58 $ 18,907 Vested at December 31, 2023 6,651,356 $ 16.57 6.68 $ 18,559 Unvested at December 31, 2023 5,740,459 $ 20.87 8.62 $ 348 The total intrinsic value of time-based stock options exercised was $ 4.4 million, $ 15.5 million, and $ 32.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. The fair value of each time-based stock option granted is estimated on the date of grant using the Black-Scholes option pricing model, pursuant to which the weighted-average grant date fair values were $ 12.83 , $ 13.67 , and $ 22.95 during the years ended December 31, 2023, 2022, and 2021 , respectively. The following table summarizes the assumptions used in calculating the fair value of the time-based stock options granted. Year Ended December 31, 2023 2022 2021 Expected term (in years) 6.25 6.25 6.25 Risk-free interest rate 3.3 % to 5.0 % 1.6 % to 4.2 % 0.6 % to 1.6 % Expected volatility 74.1 % to 79.8 % 72.7 % to 76.2 % 74.7 % to 76.6 % Expected dividend yield 0.0 % 0.0 % 0.0 % The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data as a public company to provide a reasonable basis upon which to estimate the expected term for time-based stock options granted. The expected term is applied to the time-based stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among the Company’s employees, directors, and consultants. The risk-free interest rate is based on a U.S. treasury instrument, whose term is consistent with the expected term of the time-based stock options. The Company’s stock price volatility assumption is based on historical volatility of a group of peer companies with similar characteristics to the Company and who have similar risk profiles and positions within the industry. The Company accounts for forfeitures as they occur. As of December 31, 2023 , the total unrecognized stock compensation related to unvested time-based stock options was $ 73.1 million, which the Company expects to recognize over a weighted-average period of approximately 1.35 years. Performance-Based Stock Options In March 2020 and September 2021, the Company granted options to certain employees with performance-based vesting conditions under the 2016 Stock Plan and 2020 Stock Plan. In both instances, the commencement of vesting is based on the achievement of various scientific and operational milestones during specified periods, subject to the discretion and approval of either the Company’s board of directors or President and Chief Executive Officer. For the performance-based stock options, the Company applies variable accounting until the performance criteria are determined to be achieved, at which time vesting commences over contractual service periods. Furthermore, because (a) the awards were authorized prior to the accounting grant date in the context of ASC 718, Stock Compensation , (b) the recipients were providing service prior to the accounting grant date, and (c) there were performance conditions that, if not met by the accounting grant date, would have resulted in the forfeiture of the award, the service inception dates preceded the accounting grant dates. Ultimately, the stock compensation expense for the options is determined based on the fair value of the awards on the accounting grant dates, which is then recognized using an accelerated attribution model over the vesting term commencing upon the actual or expected accounting grant dates. For the performance-based stock options granted in March 2020 and September 2021, all performance conditions were resolved in prior periods and the grant dates were set at or prior to December 31, 2023 The following table summarizes activity for performance-based stock options for the year ended December 31, 2023: Number of Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2022 1,774,183 $ 5.41 7.18 $ 17,128 Exercised ( 33,473 ) 5.22 Cancelled ( 34,759 ) 5.22 Outstanding at December 31, 2023 1,705,951 $ 5.42 6.18 $ 9,808 Vested at December 31, 2023 1,330,460 $ 5.27 6.17 $ 7,691 Unvested at December 31, 2023 375,491 $ 5.96 6.21 $ 2,117 The total intrinsic value of performance-based stock options exercised was $ 0.3 million, $ 0.4 million, and $ 1.1 million, for the years ended December 31, 2023, 2022, and 2021, respectively. The fair value of each performance-based stock option granted is estimated on the accounting grant date, or at the end of each reporting period if variable accounting is applied, using the Black-Scholes option-pricing model, pursuant to which the grant date fair value was $ 20.28 for performance-based stock options granted during the year ended December 31, 2021 . There were no performance-based stock options granted during the years ended December 31, 2023 and 2022. The assumptions and methodologies used in calculating the fair value of performance-based stock options granted during the year ended December 31, 2021 was similar to the assumptions and methodologies used in calculating the fair value of time-based stock options granted during the year ended December 31, 2021. As of December 31, 2023 , the total unrecognized stock compensation related to unvested performance-based stock options was $ 1.9 million, which the Company expects to recognize over a weighted-average period of approximately 0.48 years. RSUs Starting in 2021, the Company has granted RSUs to employees, directors, and consultants under the 2020 Stock Plan. Each of the RSUs represents the right to receive one share of the Company’s common stock upon vesting. The majority of RSUs granted to date have vesting conditions based on continued service over time. Accordingly, stock compensation expense for the majority of such awards is recognized using a straight-line attribution model over the vesting term of each RSU. The fair value of each RSU is based on the closing price of the Company’s common stock on the date of grant. The following table summarizes activity for RSUs under the 2020 Stock Plan for the year ended December 31, 2023: Number of Shares Underlying RSUs Weighted-Average Unvested at December 31, 2022 1,566,760 $ 24.62 Granted 2,591,453 17.74 Vested ( 883,652 ) 21.50 Cancelled ( 282,314 ) 24.00 Unvested at December 31, 2023 2,992,247 19.14 The fair value of RSUs that vested during the year ended December 31, 2023 was $ 10.5 million. As of December 31, 2023 , the total unrecognized compensation related to unvested RSUs granted was $ 51.3 million, which the Company expects to recognize over a weighted-average period of approximately 1.41 years. Market-Based Awards During the year ended December 31, 2023 , the Company granted 1,512,820 stock options and 405,770 RSUs under the 2020 Stock Plan to certain employees, with vesting over three years of continued service and contingent upon achievement of certain market conditions ("2023 Market-Based Awards"). The Company measured the fair value of the 2023 Market-Based Awards on the grant date using a Monte Carlo Simulation, incorporating various option pricing inputs, including (a) the contractual term, or 10.0 years, (b) exercise price for the stock options and stock price on the grant date for the RSUs, or $ 20.45 , (c) estimated expected term, or 6.5 years, (d) risk-free interest rate, or 3.5 %, (e) historical volatility, or 75.0 %, and (f) dividend yield, or 0.0 %. Ultimately, the fair value of the 2023 Market-Based Awards was estimated as $ 12.53 per share for the stock options and $ 16.11 per share for the RSUs, yielding a total of $ 25.5 million. The total compensation expense, or $ 25.5 million, is being recognized pursuant to the accelerated attribution method over the requisite service period of three years , regardless of whether the market conditions have been achieved. The impact of forfeitures, if any, will be recognized upon occurrence. As of December 31, 2023, the market conditions underlying the 2023 Market-Based Awards had not been achieved. During the year ended December 31, 2023 , none of the 2023 Market-Based Awards vested and, therefore, none of the options were exercised and none of the RSUs were released. There were also no cancellations of the 2023 Market-Based Awards through December 31, 2023 As of December 31, 2023 , the total unrecognized compensation related to unvested market-based awards granted was $ 9.0 million, which the Company expects to recognize over a period of 2.07 years. Employee Stock Purchase Plan The following table summarizes activity under the Company's ESPP from the initial offering period, or July 1, 2021 through December 31, 2023, including (a) after-tax contributions from employees, (b) shares purchased, and (c) weighted-average assumptions used in the Black-Scholes option pricing model to estimate the fair value of the option component of the shares purchased under the ESPP in each period. Year Ended December 31, 2023 2022 2021 After-tax contributions (in thousands) $ 2,486 $ 1,686 $ 1,141 Shares of common stock purchased 244,125 123,019 43,685 Expected term (in years) 0.50 0.50 0.50 Risk-free interest rate 5.0 % 1.0 % 0.1 % Expected volatility 86.8 % 74.4 % 65.1 % Expected dividend yield 0.0 % 0.0 % 0.0 % As of December 31, 2023 , there was no unrecognized stock compensation expense related to ESPP, since the purchase for the offering period between July 1, 2023 and December 31, 2023 was transacted on December 31, 2023 . |