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Stock-Based Compensation Expense

9 Months Ended

Sep. 30, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

14. Stock-Based Compensation Expense

During the nine months ended September 30, 2022, the Company granted the following awards (in shares):

	Three Months Ended			Three Months Ended			Three Months Ended			Nine Months Ended
	March 31, 2022			June 30, 2022			September 30, 2022			September 30, 2022
Employee awards:
RSUs		88,415	⁽¹⁾		2,169,317	⁽²⁾		904,435	⁽⁵⁾		3,162,167
Market RSUs		—			1,359,500	⁽³⁾		—			1,359,500
Non-employee director RSUs		—			360,360	⁽⁴⁾		—			360,360
Total awards		88,415			3,889,177			904,435			4,882,027

_________________________

(1)	RSUs had a weighted average grant date fair value of $2.72 per share, of which 12,800 RSUs had a cliff vesting period of three years and 75,615 RSUs had a vesting period of four years.

(2)	RSUs had a weighted average grant date fair value of $2.95 per share, of which 66,000 had a cliff vesting period of three years and 2,102,717 RSUs had a vesting period of four years.

(3)

Market RSUs had a grant date fair value of $6.10 per share and will vest on May 10, 2025 provided the closing price of the Company’s common stock on such vesting date is not less than the closing price on May 10, 2022. The number of shares delivered on the vesting date is determined by the percentile ranking of MannKind total shareholder return (TSR) over the period from May 10, 2022 until May 10, 2025 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same three-year period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% of target, 90th percentile or higher=300% maximum. Payout values will be interpolated between the percentile rankings above.

(4)	RSUs had a weighted average grant date fair value of $2.95 per share and vested immediately upon grant, but the underlying shares of common stock will not be delivered until there is a separation of service, such as resignation, retirement or death.

(5)	RSUs had a weighted average grant date fair value of $3.78 per share, of which 357,000 RSUs had a cliff vesting period of two years, 320,400 RSUs had a cliff vesting period of three years, and 227,035 RSUs had a vesting period of four years.

As of September 30, 2022, there was $0.9 million of unrecognized stock-based compensation expense related to options and PNQs, which is expected to be recognized over a weighted average period of approximately 2.07 years, and $16.2 million and $13.2 million of unrecognized stock-based compensation expense related to RSUs and Market RSUs, respectively, which is expected to be recognized over a weighted average period of approximately 2.71 and 1.56 years, respectively.

Total stock-based compensation expense recognized in the condensed consolidated statements of operations as cost of goods sold, cost of revenue – collaborations and services, research and development and selling, general and administrative expense for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
RSUs and options	$	3,475	$	2,983	$	10,358	$	8,628
Employee stock purchase plan		147		196		492		412
Total stock compensation expense	$	3,622	$	3,179	$	10,850	$	9,040

Employee Stock Purchase Plan

The Company provides all employees, including executive officers, the ability to purchase common stock at a discount under the Company’s 2004 employee stock purchase plan (the “ESPP”). The ESPP is designed to comply with Section 423 of the Internal Revenue Code and provides all employees with the opportunity to purchase up to $25,000 worth of common stock (based on the undiscounted fair market value at the commencement of the offering period) each year at a purchase price that is the lower of 85% of the fair market value of the common stock on either the date of purchase or the commencement of the offering period. An employee may not purchase more than 5,000 shares of common stock on any purchase date. The executives’ rights under the ESPP are identical to those of all other employees.

The Company issued 531,419 and 527,049 shares of common stock pursuant to the ESPP for the nine months ended September 30, 2022 and 2021, respectively. There were approximately 0.6 million shares of common stock available for issuance under the ESPP as of September 30, 2022.