Stock-Based Compensation | Note Four — Stock-Based Compensation The Company has two stock-based compensation plans, the Mattersight Corporation 1999 Stock Incentive Plan (the “1999 Plan”) and the Mattersight Corporation Employee Stock Purchase Plan (the “ESPP”), each as described more fully in Note Thirteen in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. For the Three Months For the Nine Months Ended Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Stock-based compensation expense (in millions) $ 1.5 $ 1.2 $ 4.3 $ 3.4 The Company recognizes stock-based compensation expense on a straight-line basis over the vesting period. The Company has established its forfeiture rate based on historical experience. As of September 30, 2015, there were a total of 1,830,124 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), available for future grants under the 1999 Plan and from treasury stock. The Common Stock is traded on the NASDAQ Global Market under the symbol “MATR”. Restricted Stock Restricted stock award activity was as follows for the nine months ended September 30, 2015: Shares Weighted Average Price Unvested balance at December 31, 2014 556,194 $ 5.76 Granted 778,606 $ 6.72 Vested (424,417 ) $ 6.20 Forfeited (46,052 ) $ 6.19 Unvested balance at September 30, 2015 864,331 $ 6.38 For For the Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Total fair value of restricted stock awards vested $ 0.4 $ 0.3 $ 2.8 $ 2.2 Compensation expense related to restricted stock awards 0.6 0.4 1.9 1.3 As of September 30, 2015, there remained $4.2 million of unrecognized compensation expense related to restricted stock awards. These costs are expected to be recognized over a weighted average period of 1.9 years. Stock Options During the nine months ended September 30, 2015, the Company granted options to purchase a total of 222,625 shares. During the three months ended September 30, 2015, the Company did not issue any options. During the three months ended June 30, 2015, the Company granted options to purchase a total of 100,000 shares of Common Stock to the Board of Directors and one non-executive employee. On May 15, 2015, the Company’s Board of Directors received options to purchase 70,000 shares of Common Stock. The exercise price per share is $6.13, the closing price for shares of Common Stock on May 15, 2015, the grant date. The options vested 25% on May 31, 2015, with the balance vesting ratably over the following three quarters. The options expire on May 15, 2025. On June 15, 2015, one non-executive employee received options to purchase 30,000 shares of Common Stock. The exercise price per share is $6.24, the closing price for shares of Common Stock on June 15, 2015, the grant date. The options will vest 25% on May 31, 2016, with the balance vesting ratably over the following 12 quarters. The options expire on June 15, 2025. During the three months ended March 31, 2015, the Company granted options to purchase a total of 122,625 shares of Common Stock to non-executive employees. The exercise price per share is $6.90, the closing price for shares of Common Stock on February 11, 2015, the grant date. Certain of the options vested 6.25% on February 28, 2015, with the balance vesting ratably over the following 15 quarters, whereas others will vest 25% on February 28, 2016, with the balance vesting ratably over the following 12 quarters. The options expire on February 11, 2025. Option activity was as follows for the nine months ended September 30, 2015: Options Weighted Average Exercise Price Outstanding as of December 31, 2014 2,636,596 $ 7.42 Granted 222,625 $ 6.57 Exercised (47,616 ) $ 4.71 Forfeited (165,191 ) $ 6.61 Outstanding as of September 30, 2015 2,646,414 $ 7.45 Exercisable as of September 30, 2015 1,844,946 $ 8.23 Outstanding intrinsic value at September 30, 2015 (in millions) $ 5.0 Exercisable intrinsic value at September 30, 2015 (in millions) $ 3.3 For the Three Months Ended For the Nine Months Ended September 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Compensation expense related to option awards $ 0.4 $ 0.4 $ 1.3 $ 1.0 For the Three Months Ended For the Nine Months Ended (In millions) September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Total fair value of stock options vested $ 0.4 $ 0.4 $ 1.2 $ 1.0 Intrinsic value of stock options exercised $ — $ — $ 0.1 $ — Proceeds received from option exercises $ — $ — $ 0.2 $ — As of September 30, 2015, there remained $2.4 million of unrecognized compensation expense related to stock options. These costs are expected to be recognized over a weighted average period of 1.7 years. The fair value of options granted during the nine months ended September 30, 2015 and September 30, 2014 was estimated on the grant date using a Black-Scholes option-pricing model. The following assumptions represent the year-to-date weighted average for all options granted: For the Nine Months Ended September 30, 2015 September 30, 2014 Risk-free interest rates 1.03 % 1.36 % Expected dividend yield — — Expected volatility 58 % 65 % Expected lives 6 years 6 years Historical Company information is the primary basis for the selection of expected life, expected volatility, and expected dividend yield assumptions. The risk-free interest rate is selected based on the yields from U.S. Treasury Strips with a remaining term equal to the expected term of the options being valued. Other Stock Compensation Employee Stock Purchase Plan The ESPP is intended to qualify as an “employee stock purchase plan” under section 423 of the Internal Revenue Code. Under the ESPP, eligible employees are permitted to purchase shares of Common Stock at below-market prices. The purchase period opens on the first day and ends on the last business day of each calendar quarter. The shares of Common Stock issued in respect of employee purchases under the ESPP were as follows: For the Three Months Ended For the Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Shares of Common Stock issued 11,387 8,212 32,379 25,247 Expense related to ESPP (in thousands) $ 14 $ 10 $ 46 $ 32 The fair value of ESPP purchases for the nine months ended September 30, 2015 and September 30, 2014 was estimated using a Black-Scholes pricing model. The Company used the following year-to-date weighted average assumptions: For the Nine Months Ended September 30, 2015 September 30, 2014 Risk-free interest rates 0.01 % 0.05 % Expected dividend yield — — Expected volatility 37 % 44 % Expected lives 0.25 years 0.25 years |