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Stock-Based Compensation | 6 Months Ended
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Jun. 30, 2022
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | 15. Stock-Based Compensation Under each of the legal entity’s equity plans, we recorded stock-based compensation in the following expense categories in our condensed consolidated statements of operations for employees and non-employees:
|  | Three Months Ended June 30, 2022 |  |  | Six Months Ended June 30, 2022 |
|  | BridgeBio Equity Plan |  |  | Other Subsidiaries Equity Plan |  |  | Total |  |  | BridgeBio Equity Plan |  |  | Other Subsidiaries Equity Plan |  |  | Total |
|  | (in thousands) |
Research and development |  | $ | 14,194 |  |  | $ | 158 |  |  | $ | 14,352 |  |  | $ | 22,680 |  |  | $ | 229 |  |  | $ | 22,909 |
Selling, general and administrative |  |  | 13,951 |  |  |  | 2 |  |  |  | 13,953 |  |  |  | 28,474 |  |  |  | 31 |  |  |  | 28,505 |
Restructuring, impairment and related charges |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,172 |  |  |  | — |  |  |  | 1,172 |
Total stock-based compensation |  | $ | 28,145 |  |  | $ | 160 |  |  | $ | 28,305 |  |  | $ | 52,326 |  |  | $ | 260 |  |  | $ | 52,586 |
|  | Three Months Ended June 30, 2021 |  |  | Six Months Ended June 30, 2021 |
|  | BridgeBio Equity Plan |  |  | Other Subsidiaries Equity Plan |  |  | Total |  |  | BridgeBio Equity Plan |  |  | Other Subsidiaries Equity Plan |  |  | Total |
|  | (in thousands) |
Research and development |  | $ | 19,163 |  |  | $ | 121 |  |  | $ | 19,284 |  |  | $ | 40,463 |  |  | $ | 1,270 |  |  | $ | 41,733 |
Selling, general and administrative |  |  | 12,532 |  |  |  | 219 |  |  |  | 12,751 |  |  |  | 22,263 |  |  |  | 2,935 |  |  |  | 25,198 |
Total stock-based compensation |  | $ | 31,695 |  |  | $ | 340 |  |  | $ | 32,035 |  |  | $ | 62,726 |  |  | $ | 4,205 |  |  | $ | 66,931 |
We have recorded nil and $0.2 million of stock-based compensation expense for the three and six months ended June 30, 2022, respectively, for performance-based milestone awards that were achieved during the periods and were settled in cash. We recorded $1.9 million and $3.2 million of stock-based compensation expense for the three and six months ended June 30, 2021, respectively, for performance-based milestone awards that were achieved during the periods and were settled in cash. Equity-Based Awards of BridgeBio As of June 30, 2022, 6,827,622 shares and 180,857 shares were reserved for future issuances under our 2021 Amended and Restated Stock Option and Incentive Plan (the “2021 A&R Plan”) and the 2019 Inducement Equity Plan (the “2019 Inducement Plan”), respectively. Pursuant to the Merger Transactions, we also reserved 2,802,644 shares in 2021 specifically under the Eidos Award Exchange (the “Eidos Award Exchange Plan”), all of which were issued upon execution of the Eidos Award Exchange as discussed below. The 2021 A&R Plan, the 2019 Inducement Plan and the Eidos Award Exchange Plan are collectively referred herein as the “Plans”. 2020 Stock and Equity Award Exchange Program (Exchange Program) On April 22, 2020, we completed our 2020 Stock and Equity Award Exchange Program (the “Exchange Program”) for certain subsidiaries, which was an opportunity for eligible controlled entities’ employees and consultants to exchange their subsidiary equity (including common stock, vested and unvested stock options and RSAs) for BridgeBio equity (including common stock, vested and unvested stock options and RSAs) and/or performance-based milestone awards tied to the achievement of certain development and regulatory milestones. The Exchange Program aligns our incentive compensation structure for employees and consultants across the BridgeBio group of companies to be consistent with the achievement of our overall corporate goals. In connection with the Exchange Program, we issued awards of BridgeBio equity under the then 2019 Amended and Restated Stock Option and Incentive Plan (the “2019 A&R Plan”), which was amended and restated into the 2021 A&R Plan mentioned above, to 149 grantees covering 554,064 shares of common stock, 1,268,110 stock options to purchase common stock, 50,145 shares of RSAs and 22,611 shares of performance-based RSAs. The exchange also included performance-based milestone awards of up to $183.4 million to be settled in fully-vested RSAs in the future upon achievement of the milestones. In consideration for all the subsidiaries’ shares tendered, BridgeBio increased its ownership in controlled entities included in the Exchange Program and the corresponding noncontrolling interest decreased. On November 18, 2020, we completed a stock and equity award under our Exchange Program for a subsidiary. We issued awards of BridgeBio equity under the then 2019 A&R Plan to 16 grantees covering 24,924 shares of common stock, 70,436 stock options to purchase common stock, and 10,772 shares of performance-based stock options to purchase common stock. The exchange also included performance-based milestone awards of up to $11.7 million to be settled in fully-vested RSAs in the future upon achievement of the milestones. We evaluated the exchange of the controlled entities’ outstanding common stock and equity awards for BridgeBio awards as a modification under ASC 718, Share Based Payments. Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the accounting treatment, we consider the fair value, vesting conditions and classification as an equity or liability award of the controlled entity equity before the exchange, compared to the BridgeBio equity received as part of the exchange to determine whether modification accounting must be applied. When applying modification accounting, we considered the type of modification to determine the appropriate stock-based compensation cost to be recognized on April 22 and November 18, 2020, (each the “Modification Date”), and subsequent to the Modification Date. We considered the total shares of common stock and equity awards, whether vested or unvested, held by each participant in each controlled entity as the unit of account. The controlled entity’s common stock and equity awards in each unit of account was exchanged for a combination of BridgeBio’s common stock, time-based vesting equity awards and/or performance-based milestone awards. Other than the exchange of the controlled entity equity awards for performance-based milestone awards, all other exchanged BridgeBio equity awards retained the original vesting conditions. As a result, there was no incremental stock-based compensation expense resulting from the exchange of time-based equity awards. At the completion of the Exchange Program, we determined $17.4 million of the performance-based milestone awards were probable of achievement and represented the incremental stock-based compensation cost resulting from the modification of time-based equity awards to performance-based milestone awards. These performance-based milestone awards were to be recognized over a period ranging from 0.7 year to 1.7 years. There was no incremental stock-based compensation cost arising from the completion of the Exchange Program on November 18, 2020. Under ASC 718, we account for such performance-based milestone awards as a liability in “Accrued compensation and benefits” and in “Other long-term liabilities” in the condensed consolidated balance sheets due to the fixed milestone amount that will be converted into a variable number of shares of BridgeBio common stock to be granted upon the achievement date. For the three and six months ended June 30, 2021, we recognized $13.3 million and $27.8 million, respectively, of stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of June 30, 2021. For the three and six months ended June 30, 2022, we recognized $3.4 million and $2.5 million (net of reversals), respectively, of stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of June 30, 2022. Refer to Note 9 for contingent compensation accrued associated with performance-based milestones that are determined to be probable as of June 30, 2022. Performance-based Milestone Awards Apart from the Exchange Program discussed above, we have performance-based milestone compensation arrangements with certain employees and consultants whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole discretion, upon achievement of each contingent milestone. Upon achievement of a contingent milestone and if such performance-based milestone awards are settled in the form of equity, these are satisfied in the form of fully-vested RSAs. We recognize such contingent stock-based compensation expense when the milestone is probable of achievement. For the three and six months ended June 30, 2021, we recognized $2.5 million and $6.0 million, respectively, of stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of June 30, 2021. The related amount is not material for the three and six months ended June 30, 2022 for milestone awards associated with performance-based milestone awards that were determined to be probable of achievement as of June 30, 2022. Refer to Note 9 for contingent compensation accrued associated with performance-based milestones awards that are determined to be probable as of June 30, 2022. Stock Option Grants of BridgeBio The following table summarizes BridgeBio’s stock option activity under the Plans for the six months ended June 30, 2022:
| Options Outstanding |  |  | Weighted- Average Exercise Price per Option |  |  | Weighted- Average Remaining Contractual Life (years) |  |  | Aggregate Intrinsic Value (in thousands) |
Outstanding as of December 31, 2021 |  |  |  |  | 12,141,756 |  |  |  |  |  |  |  |  |  |
Regular equity program |  | 9,493,258 |  |  |  |  |  | $ | 31.85 |  |  |  | 8.5 |  |  | $ | — |
Eidos Awards Exchange |  | 2,107,626 |  |  |  |  |  | $ | 16.14 |  |  |  | 6.9 |  |  | $ | 10,147 |
Exchange Program |  | 540,872 |  |  |  |  |  | $ | 2.46 |  |  |  | 7.0 |  |  | $ | 7,956 |
Granted |  |  |  |  |  |  |  |  |  |  |  |  |  |
Regular equity program |  |  |  |  | 1,468,894 |  |  | $ | 8.45 |  |  |  |  |  |  |
Exercised |  |  |  |  | (107,692 | ) |  |  |  |  |  |  |  |  |
Eidos Awards Exchange |  | (37,715 | ) |  |  |  |  | $ | 1.38 |  |  |  |  |  |  |
Exchange Program |  | (69,977 | ) |  |  |  |  | $ | 1.54 |  |  |  |  |  |  |
Cancelled |  |  |  |  | (833,848 | ) |  |  |  |  |  |  |  |  |
Regular equity program |  | (429,897 | ) |  |  |  |  | $ | 34.54 |  |  |  |  |  |  |
Eidos Awards Exchange |  | (389,338 | ) |  |  |  |  | $ | 23.07 |  |  |  |  |  |  |
Exchange Program |  | (14,613 | ) |  |  |  |  | $ | 3.49 |  |  |  |  |  |  |
Outstanding as of June 30, 2022 |  |  |  |  | 12,669,110 |  |  |  |  |  |  |  |  |  |
Regular equity program |  | 10,532,255 |  |  |  |  |  | $ | 28.47 |  |  |  | 8.2 |  |  | $ | 925 |
Eidos Awards Exchange |  | 1,680,573 |  |  |  |  |  | $ | 14.86 |  |  |  | 6.0 |  |  | $ | 2,936 |
Exchange Program |  | 456,282 |  |  |  |  |  | $ | 2.56 |  |  |  | 6.7 |  |  | $ | 3,294 |
Exercisable as of June 30, 2022 |  |  |  |  | 6,154,654 |  |  |  |  |  |  |  |  |  |
Regular equity program |  | 4,491,447 |  |  |  |  |  | $ | 26.18 |  |  |  | 7.3 |  |  | $ | — |
Eidos Awards Exchange |  | 1,241,614 |  |  |  |  |  | $ | 12.67 |  |  |  | 5.5 |  |  | $ | 2,788 |
Exchange Program |  | 421,593 |  |  |  |  |  | $ | 2.29 |  |  |  | 6.6 |  |  | $ | 3,106 |
The options granted to employees and non-employees are exercisable at the price of BridgeBio’s common stock at the respective grant dates. The options granted have a service condition and generally vest over a period of four years. The weighted-average grant date fair value of options granted during the six months ended June 30, 2022 was $5.24. The aggregate intrinsic value of options outstanding and exercisable as of June 30, 2022 in the table above are calculated based on the difference between the exercise price and the current fair value of BridgeBio common stock. The total intrinsic value of options exercised for the six months ended June 30, 2022 was $0.8 million. For the three and six months ended June 30, 2022, we recognized stock-based compensation expense of $9.4 million and $20.2 million, respectively, related to stock options under the Plans. As of June 30, 2022, there was $79.7 million of total unrecognized compensation cost related to stock options under the Plans that is expected to be recognized over a weighted-average period of 2.3 years. Restricted Stock Units (RSUs) of BridgeBio The following table summarizes BridgeBio’s RSU activity under the Plans for the six months ended June 30, 2022:
|  | Unvested Shares of RSUs Outstanding |  |  | Weighted- Average Grant Date Fair Value |
Balance as of December 31, 2021 |  |  | 3,537,719 |  |  | $ | 45.36 |
Granted |  |  | 4,390,492 |  |  | $ | 8.53 |
Vested |  |  | (732,587 | ) |  | $ | 21.95 |
Cancelled |  |  | (1,139,693 | ) |  | $ | 33.66 |
Balance as of June 30, 2022 |  |  | 6,055,931 |  |  | $ | 23.69 |
For the three and six months ended June 30, 2022, we recognized stock-based compensation expense of $12.1 million and $24.0 million, respectively, related to RSUs under the Plans. As of June 30, 2022, there was $126.1 million of total unrecognized compensation cost related to RSUs under the Plans that is expected to be recognized over a weighted-average period of 2.5 years. Restricted Stock Awards (RSAs) of BridgeBio The following table summarizes our RSA activity under the Plans for the six months ended June 30, 2022:
|  | Unvested Shares of RSAs Outstanding |  |  | Weighted- Average Grant Date Fair Value |
Balance as of December 31, 2021 |  |  | 1,789,943 |  |  | $ | 5.50 |
Vested — Regular equity program |  |  | (672,512 | ) |  | $ | 3.80 |
Cancelled — Regular equity program |  |  | (3,425 | ) |  | $ | 5.56 |
Balance as of June 30, 2022 |  |  | 1,114,006 |  |  | $ | 6.52 |
For the three and six months ended June 30, 2022, we recognized stock-based compensation expense related to RSAs under the Plans as follows:
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2022 |
|  | (in thousands) |
Exchange Program |  | $ | — |  |  | $ | — |
Other RSAs |  |  | 1,483 |  |  |  | 2,968 |
Total stock-based compensation expense |  | $ | 1,483 |  |  | $ | 2,968 |
As of June 30, 2022, there was $7.2 million of total unrecognized compensation cost related to RSAs under the Plans that is expected to be recognized over a weighted-average period of 1.5 years. The respective balances of unvested RSAs as of June 30, 2022 and December 31, 2021 are included as outstanding shares disclosed in the condensed consolidated balance sheets as the shares were issued but are subject to forfeiture per the terms of the awards. 2019 Employee Stock Purchase Plan (ESPP) of BridgeBio For the three and six months ended June 30, 2022, stock-based compensation expense related to our ESPP was $0.7 million and $1.4 million, respectively. As of June 30, 2022, 4,107,805 shares were reserved for future issuance under the ESPP. Valuation Assumptions We used the Black-Scholes model to estimate the fair value of stock purchase rights under the ESPP. For the six months ended June 30, 2022, we used the following weighted-average assumptions in the Black-Scholes calculations:
Expected term (in years) |  | 0.50 |
Expected volatility | 52.04% - 191.67% |
Risk-free interest rate | 0.05% - 0.67% |
Dividend yield |  | — |
Weighted-average fair value of stock-based awards granted | $ | 6.72 |
Equity Awards of Eidos Prior to the Merger Transactions, Eidos issued its own equity-based awards under the Eidos 2016 Equity Incentive Plan and the Eidos 2018 Stock Option and Incentive Plan (collectively, the “Eidos Plans”). Upon closing of the Merger Transactions, we issued 2,776,672 stock options to purchase common stock of BridgeBio and 25,972 shares of BridgeBio RSUs to 88 employees of Eidos under the Eidos Award Exchange in exchange for their then outstanding common stock options and RSUs under the Eidos Plans (the “Replaced Awards”). The awards issued in the Eidos Award Exchange have the same vesting terms and conditions as the Replaced Awards. We evaluated the exchange of the awards as a modification under ASC 718 and recognized no incremental compensation cost from such modification. Stock-based compensation under the Eidos Plans from January 1, 2021 until the closing of the Merger Transactions was not material.

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