EXAGEN INC.XGN
EXAGEN INC. Stock Compensation Disclosure
Stock Option Plan
2019 Incentive Award Plan
In September 2019, the Board adopted, and the Company's stockholders approved, the 2019 Plan. Under the 2019 Plan, which expires in September 2029, the Company may grant stock options, stock appreciation rights, restricted stock, RSUs and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. The options generally expire ten years after the date of grant and are exercisable to the extent vested. Vesting is established by the Board and is generally four years from the date of grant or, for grants to new hires, date of hire. The 2019 Plan contains an "evergreen provision" that allows annual increases in the number of shares available for issuance on the first day of each calendar year through January 1, 2029 in an amount equal to the lesser of: (i) 4% of the outstanding capital stock on each December 31st, or (ii) such lesser amount determined by the Board. As of December 31, 2024, 2,189,228 shares of common stock remained available for future awards. Pursuant to the evergreen provision, on January 1, 2025, an additional 705,613 shares of common stock became available for issuance under the 2019 Plan.
Restricted Stock Units
RSU activity under the Company's 2019 Plan is set forth below:
| Number of Shares | Weighted- Average Grant Date Fair Value Per Share | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||
Outstanding, December 31, 2023 | 1,387,459 | $ | 4.24 | $ | 2,761 | |||||||||||||||
| Awards granted | 1,324,275 | $ | 2.11 | |||||||||||||||||
| Awards released | (413,202) | $ | 4.87 | |||||||||||||||||
| Awards canceled | (588,159) | $ | 4.11 | |||||||||||||||||
Outstanding, December 31, 2024 | 1,710,373 | $ | 2.48 | $ | 7,013 | |||||||||||||||
As of December 31, 2024, all of the outstanding RSUs are unvested. The fair value of RSUs vested in the years ended December 31, 2024 and 2023 was $0.9 million and $0.6 million, respectively. The weighted average grant date fair value per share for RSUs granted during the years ended December 31, 2024 and 2023 was $2.11 and $2.39, respectively. As of December 31, 2024, total unrecognized compensation cost related to RSUs was $3.4 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.8 years.
Stock Options
Stock option activity under the 2019 Plan is set forth below:
| Number of Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||||||||||||
Outstanding, December 31, 2023 | 986,819 | $ | 11.87 | 6.44 | $ | 228 | ||||||||||||||||||||
| Granted | 55,500 | $ | 1.99 | |||||||||||||||||||||||
| Exercised | (85,124) | $ | 0.26 | |||||||||||||||||||||||
| Forfeited | (9,623) | $ | 16.70 | |||||||||||||||||||||||
| Expired | (458,276) | $ | 16.46 | |||||||||||||||||||||||
Outstanding, December 31, 2024 | 489,296 | $ | 8.39 | 6.53 | $ | 370 | ||||||||||||||||||||
Vested and expected to vest, December 31, 2024 | 489,296 | $ | 8.39 | 6.53 | $ | 370 | ||||||||||||||||||||
Options exercisable, December 31, 2024 | 468,706 | $ | 8.65 | 6.42 | $ | 332 | ||||||||||||||||||||
The weighted-average grant date fair value per share of options granted during the years ended December 31, 2024 and 2023 was $1.44 and $2.17, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $0.3 million and $0.2 million, respectively. The intrinsic value is calculated as the difference between the fair value of the Company's common stock and the exercise price of the stock options. The fair value of the Company's common stock was $4.10 and $1.99 per share at December 31, 2024 and 2023, respectively. As of December 31, 2024, total unrecognized compensation cost related to option awards was negligible.
2019 Employee Stock Purchase Plan
In September 2019, the Board adopted, and the Company's stockholders approved, the ESPP. The ESPP became effective on the day the ESPP was adopted by the Board. The ESPP permits participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation. The number of shares of common stock available for issuance under the ESPP will be annually increased on the first day of each calendar year during the term of the ESPP through January 1, 2029 in an amount equal to the lesser of (i) 1% of the outstanding capital stock on each December 31st, or (ii) such lesser amount determined by the Board. During the year ended December 31, 2024, the Company issued 96,048 shares of common stock pursuant to scheduled purchases under the ESPP. As of December 31, 2024, 523,744 shares of common stock remained available for issuance. Pursuant to the evergreen provision, on January 1, 2025, an additional 176,403 shares became available for issuance under the ESPP.
Stock-based compensation expense related to the ESPP for each of the years ended December 31, 2024 and 2023 was less than $0.1 million. As of December 31, 2024, total unrecognized compensation cost related to stock purchase rights granted under the ESPP was less than $0.1 million, which is expected to be recognized over a remaining weighted-average vesting period of 0.2 years.
Stock-Based Compensation Expense
Total non-cash stock-based compensation expense recorded related to options granted, RSUs granted and stock purchase rights granted under the ESPP in the statement of operations is as follows (in thousands):
| Year Ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cost of revenue | $ | 159 | $ | 191 | ||||||||||
| Selling, general and administrative | 1,374 | 3,174 | ||||||||||||
| Research and development | 230 | 252 | ||||||||||||
| Total | $ | 1,763 | $ | 3,617 | ||||||||||
Common stock reserved for future issuance consists of the following at December 31, 2024:
| Warrants to purchase common stock | 1,130,281 | |||||||
| Common stock option grants issued and outstanding | 489,296 | |||||||
| Common stock reserved for issuance upon vesting of outstanding restricted stock units | 1,710,373 | |||||||
| Common stock available for grant under the 2019 Plan | 2,189,228 | |||||||
| Common stock available for future issuance under ESPP | 523,744 | |||||||
| Total | 6,042,922 | |||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.