Annual report pursuant to Section 13 and 15(d)

Equity Compensation Plans

v3.20.4
Equity Compensation Plans
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Equity Compensation Plans Equity Compensation Plans
The Company maintains two share-based incentive plans: the Axogen 2017 Stock Incentive Plan, as amended (“2017 Plan”), and the Axogen 2017 Employee Stock Purchase Plan (“2017 ESPP”).
Overview of Equity Incentive Plans
At the 2019 Annual Meeting of Shareholders held on August 14, 2019, the shareholders approved the Axogen 2019 Long-Term Incentive Plan (the “New Axogen Plan”), which allows for issuance of incentive stock options, non-qualified stock options, performance stock units (“PSUs”) and restricted stock units (“RSUs”) to employees, directors and consultants at exercise prices not less than the fair market value at the date of grant. The number of shares of common stock authorized for issuance under the New Axogen Plan is (A) 3,385,482 shares, comprised of (i) 3,000,000 new authorized shares and (ii) 385,482 unallocated shares of common stock available for issuance as of August 14, 2019 pursuant to the Company’s 2010 Stock Incentive Plan, as amended and restated (the “Prior Axogen Plan”), that were not then subject to outstanding awards; plus (B) shares under the Prior Axogen Plan and the New Axogen Plan that are cancelled, forfeited, expired, unearned or settled in cash, in any such case that does not result in the issuance of common stock. Following shareholder approval of the New Axogen Plan, no future awards will be made under the Prior Axogen Plan. As of December 31, 2020, 1,793,090 shares of common stock were available for issuance under the New Axogen Plan.
The Company recognized stock-based compensation expense, which consisted of compensation expense related to employee stock options, PSUs, RSUs and the 2017 ESPP based on the value of share-based payment awards that are ultimately expected to vest during the period, of approximately $8,470, $10,304 and $7,606 for the fiscal year ended December 31, 2020, 2019, and 2018, respectively.
As of December 31, 2020, there was $16,568 of unrecognized compensation costs related to non-vested stock options and restricted stock awards. This cost is expected to be recognized over a weighted-average period of 2.11 years for stock options and 2.23 years for restricted stock awards.
Based on the assumptions noted above, the weighted average estimated grant date fair value per share of the stock options and restricted stock granted for the years ended December 31, 2020, 2019 and 2018, respectively, was as follows:
2020 2019 2018
Stock options $ 9.29  $ 18.07  $ 15.05 
Restricted and performance stock units 9.57  17.60  23.34 
Stock Options
The options granted to employees prior to July 1, 2017 typically vest 25% one year after the grant date and 12.50% every six months thereafter for the remaining three years period until fully vested after four years. The options granted to employees after July 1, 2017 typically vest 50% two years after the grant date and 12.5% every six months thereafter for the remaining two years period until fully vested after four years. The options granted to directors and certain options granted from time to time to certain executive officers have vested ratably over three years, 25% per quarter over one year or had no vesting period. Options typically have terms ranging from seven to ten years.
The Company estimates the fair value of each option award issued under such plans on the date of grant using a Black-Scholes option-pricing model which uses a weighted average of historical volatility and peer company volatility. The Company determines the expected life of each award giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award.
Activity under the Prior Axogen Plan and the New Axogen Plan during 2020 and 2019 was as follows:
Time-Based Stock Options Number of
Shares
Outstanding		 Weighted
Average
Exercise
Price		 Weighted
Average
Remaining
Contractual
Term(Years)		 Aggregate
Intrinsic
Value
Outstanding at December 31, 2018 3,893,171  $ 11.94  5.95 $ 41,020 
Granted 344,176  18.07 
Forfeited (287,609) 22.75 
Exercised (529,557) 5.21 
Outstanding at December 31, 2019 3,420,181  $ 12.69  5.70 $ 26,074 
Granted 663,098  9.29 
Forfeited (107,541) 19.71 
Exercised (459,254) 5.36 
Outstanding at December 31, 2020 3,516,484  $ 12.79  5.93 $ 25,717,664 
Vested and expected to vest 3,516,484  $ 12.79  5.93 $ 25,717,664 
Exercisable at December 31, 2020 2,287,786  $ 11.34  4.49 $ 19,626,780 
The exercise price per share of each option is equal to the fair market value of the underlying share on the date of grant. For 2020, 2019 and 2018, $3,300, $4,002 and $3,884, respectively, in cash proceeds were included in the Company’s Consolidated Statements of Cash Flows as a result of the exercise of stock options. The intrinsic value of equity awards exercised during the years ended December 31, 2020, 2019 and 2018 was $5,595, $9,553 and $34,229, respectively.

The following weighted-average assumptions were used for stock options granted during the year ended December 31:

Year ended December 31,
 2020 2019 2018
Expected term (in years) 5.88 5.76 6.22
Expected volatility 58.46  % 54.97  % 50.99  %
Risk free rate 0.49  % 1.71  % 2.70  %
Expected dividends —  % —  % —  %
Restricted and Performance Stock Units
Performance stock units generally have a requisite service period of three years and are subject to graded vesting conditions based on revenue goals of the Company. The Company expenses their fair value over the requisite service period. Restricted stock units have a requisite service period of four years. The Company expenses the fair value of restricted stock awards on a straight-line basis over the requisite service period.
A summary of the Company's RSU and PSU award activity for the fiscal year ended December 31, 2020 is as follows:
Outstanding Stock Units
Restricted and Performance Stock Units Number of
Shares
Outstanding		 Weighted
Average
Grant Date
Fair Value		 Weighted Average Remaining Vesting Life
Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2018 1,106,363  $ 22.18  2.90 $ 22,603 
Granted 217,146  17.60 
Released (86,405) 16.77 
Forfeited (123,407) 22.97 
Outstanding at December 31, 2019 1,113,697  21.62  2.26 19,800 
Granted 1,008,869  9.57 
Released (247,333) 19.66 
Forfeited (92,328) 18.64 
Outstanding at December 31, 2020 1,782,905  $ 15.23  1.83 $ 31,825 
The total fair value of restricted stock vested during 2020, 2019 and 2018 was $3,811, $1,467 and $196. The Company issues registered shares of common stock to satisfy stock option exercises and restricted stock grants.
Performance Stock Units
The Company estimates the fair value of the PSUs based on its closing stock price at the time of grant and its estimate of achieving such performance target and records compensation expense as the milestones are achieved. Over the performance period, the number of shares of common stock that will ultimately vest and be issued and the related compensation expense will be adjusted based upon the Company’s estimate of achieving such performance target. The number of shares delivered to recipients and the related compensation cost recognized as an expense will be based on the actual performance metrics as set forth in the applicable PSU award agreement. The amount actually awarded will be based upon achievement of the performance measures
On December 27, 2018 and December 17, 2019, the Compensation Committee of the Board of Directors also approved PSU awards to certain employees related to their work on the Company’s Biologics License Application "BLA". The PSU awards consist of a targeted total award of 200,000 shares. The number of shares are allocated to certain milestones related to the BLA submission to and approval by the FDA. The performance measure is based upon achieving each of the specific milestones and will vest 50% upon achieving each of the milestones and 50% one year later. In February 2020, the Company issued PSUs relating to the 2017 grant with performance metrics tied to 2019 revenue. The award was issued at 72.3% of achievement and therefore, 27.7% of the stock compensation, or $536 relating to this grant was forfeited or reversed in the first quarter 2020. In addition, as a result of COVID-19 and the expected decline in revenue for 2020, it was determined that the 2018 PSU grant with performance metrics tied to 2020 revenue would not be awarded and therefore stock compensation related to these grants of $1,161 was reversed.
On February 21, 2020, the Compensation Committee of the Board of Directors approved PSUs that were tied to 2021 revenue. The 2020 PSU award consists of a targeted award of 348,000 shares. In June 2020, the Company concluded that the performance metrics relating to the 2020 PSU grant with performance metrics tied to 2021 revenue were no longer probable and therefore stock compensation related to these grants of $340 was also reversed. On July 17, 2020, the Compensation Committee of the Board of Directors approved PSU awards of 144,300. The July 2020 PSU award consists of a targeted award of 114,300 shares. These awards were granted in mid year with certain revenue targets adjusted for the impact of COVID-19. Based on the fiscal 2020 fourth quarter revenue results, it became probable that the Company would achieve 50% of the revenue target for the 2020 PSUs, granted in March. The 2020 PSUs granted in July reached 110% achievement of revenue targets.
The fair value of the common stock on the grant date was $12.00 on July 17, 2020, $8.61 on March 16, 2020, $16.88 on December 17, 2019, and $19.17 on December 27, 2018. The total unrecognized future compensation expense related to PSUs, assuming achievement of 100% of the target award is $7,521. Assuming the minimum of 0% and the maximum of 150% payout opportunity for the PSU, the range of total future compensation expense related to PSU awards is between $0 and $7,521 as of December 31, 2020.
Employee Stock Purchase Plan
The 2017 Employee Stock Purchase Plan (the "ESPP"), which was effective as of January 1, 2018, allows for eligible employees to acquire shares of Axogen common stock through payroll deductions at a discount from market value (currently 15%) of the lesser of the closing price of the Company’s common stock on the first day or last day of the offering period. The offering period is currently six months, and the offering prices are subject to change. Participants may not purchase more than $25 of the Company’s common stock in a calendar year. As of December 31, 2020 , there were 600,000 shares of common stock authorized for issuance under the 2017 ESPP and 323,913 were available for future issuance.