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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stock-Based Compensation | 11. 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 maximum number of common shares that may be issued under the ESPP was initially 327,000. Additionally, 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 January 1, 2022, the number of common shares that may be issued under the ESPP is 1,104,588. 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. The ESPP purchases only whole shares of the Company’s shares. The Company’s first ESPP offering period began February 16, 2021 and ended on August 15, 2021, with a second offering period commencing on August 16, 2021. Subsequent offering periods will be on a rolling six-month basis. The Company issued 9,943 common shares under the ESPP during the year ended December 31, 2021 at an average price per share of $28.46. Cash received from purchases under the ESPP for the year ended December 31, 2021 was $0.3 million. In February 2022, the Company issued 16,807 common shares under the ESPP at an average price per share of $12.71. The assumptions that the Company used in the Black Scholes option-pricing model to determine the grant date fair value under the ESPP offering were as follows:
|  |  |  |  |  | Year Ended December 31, |
|  |  |  |  |  | 2021 |
Risk-free interest rate |  |  |  |  |  |  | 0.05 | %
Expected term (in years) |  |  |  |  |  |  | 0.50 |
Expected volatility |  |  |  |  |  |  | 61.91 | %
Expected dividend yield |  |  |  |  |  |  | 0.00 | %
The weighted average grant date fair value under the ESPP offering during the year ended December 31, 2021 was $10.94. 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. A total of 3,600,000 common shares were initially reserved for issuance under the 2020 Plan, plus the number of shares (not to exceed 3,807,448 shares) consisting of (i) 298,605 common shares that were available for issuance of awards under the Option Plan at the time the 2020 Plan became effective, which ceased to be available for future issuance under the Option Plan at such time and (ii) any shares subject to outstanding options or other share awards that were granted under the Option Plan that terminate or expire prior to exercise or settlement; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares reserved and available for issuance under the 2020 Plan will automatically increase each January 1, beginning on January 1, 2021 and each January 1 thereafter through 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 January 1, 2022, the number of common shares reserved for issuance under the 2020 Plan is 7,893,585. The 2020 Plan is administered by the board of directors. The exercise prices, vesting and other restrictions are determined by the board of directors, except that the exercise price per share of stock option may not be less than 100% of the fair value of the common share on the date of grant, determined based on the average of the daily volume-weighted average trading price of shares on each of the five trading days immediately preceding the date of grant. Stock options awarded under the 2020 Plan expire 10 years after the grant and generally have vesting conditions of 25% on the first anniversary of the date of grant and 75% on a monthly basis at a rate of 1/36 th unless otherwise decided by the Company’s board of directors. Option Activity The assumptions that the Company 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:
|  | Year Ended December 31, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
Risk-free interest rate |  |  | 0.80 | % |  |  | 0.45 | % |  |  | 1.94 | %
Expected term (in years) |  |  | 6.00 |  |  |  | 6.07 |  |  |  | 6.10 |
Expected volatility |  |  | 75.99 | % |  |  | 72.26 | % |  |  | 71.41 | %
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
The weighted average grant date fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019 was $22.49, $11.73 and $1.27, respectively. The following table summarizes the Company’s share option activity:
|  | 2021 |
|  | Number of shares |  |  | Weighted average exercise price |  |  | Weighted average remaining contractual term (in years) |  |  | Intrinsic value (in thousands) |
Outstanding, January 1 |  |  | 4,132,123 |  |  | $ | 6.39 |  |  |  |  |  |  |
Granted |  |  | 1,645,416 |  |  | $ | 34.14 |  |  |  |  |  |  |
Exercised |  |  | (333,996 | ) |  | $ | 2.96 |  |  |  |  |  |  |
Forfeited |  |  | (120,952 | ) |  | $ | 25.26 |  |  |  |  |  |  |
Outstanding, December 31 |  |  | 5,322,591 |  |  | $ | 14.76 |  |  |  | 8.15 |  |  | $ | 55,722 |
Options exercisable, December 31 |  |  | 2,090,060 |  |  | $ | 6.28 |  |  |  | 7.47 |  |  | $ | 32,409 |
Options unvested, December 31 |  |  | 3,232,531 |  |  | $ | 20.24 |  |  |  | 8.59 |  |  | $ | 23,313 |
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common shares for those stock options that had an exercise price lower than the fair value of the Company’s common shares. The aggregate intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $8.5 million, $5.7 million, and nil, respectively. The total fair value of options vested during the years ended December 31, 2021, 2020 and 2019 was $7.4 million, $1.3 million and $0.3 million, respectively. During the year ended December 31, 2021, an aggregate of 333,996 options were exercised at a weighted-average exercise price of $2.96 per share, for aggregate proceeds of $1.0 million. As a result, an amount of $0.6 million previously included in additional paid-in-capital related to the exercised options has been credited to common shares and deducted from additional paid-in-capital. In January 2022, the Company granted an aggregate of 2,203,467 stock options to employees under the 2020 Plan, at a weighted average exercise price of $15.63 per share. Share-Based Compensation Share-based compensation expense for all awards was allocated as follows:
|  | Year Ended December 31, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
|  | (in thousands) |
Research and development |  | $ | 5,681 |  |  | $ | 890 |  |  | $ | 250 |
General and administrative |  |  | 7,148 |  |  |  | 1,647 |  |  |  | 261 |
Total share-based compensation expense |  | $ | 12,829 |  |  | $ | 2,537 |  |  | $ | 511 |
Share-based compensation expense by type of award was as follows:
|  | Year Ended December 31, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
|  | (in thousands) |
Stock options |  | $ | 12,632 |  |  | $ | 2,537 |  |  | $ | 511 |
ESPP |  |  | 197 |  |  |  | - |  |  |  | - |
Total share-based compensation expense |  | $ | 12,829 |  |  | $ | 2,537 |  |  | $ | 511 |
As of December 31, 2021, there was $35.9 million of unrecognized share-based compensation expense related to unvested stock options. The unrecognized share-based compensation expense is expected to be recognized over a weighted-average remaining vesting period of 2.1 years as of December 31, 2021.

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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