Stock-Based Compensation | Note Ten — 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”). For the Three Months Ended March 31, March 31, 2016 2015 Stock-based compensation expense (in millions) $ 1.6 $ 1.4 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 March 31, 2016, there were a total of 2,424,654 shares of the Company’s common stock Restricted Stock Restricted stock awards are shares of common stock granted to an individual that vest over a period of time. During the vesting period, the holder of restricted stock receives all of the benefits of ownership (right to dividends, voting rights, etc.), other than the right to sell or otherwise transfer any interest in the stock. Restricted stock awards granted during the three months ended March 31, 2016 were as follows: Description Grant Date Shares Vesting Schedule Grants to employees 2/12/2016 663,273 50% on February 28, 2018, then 6.25% quarterly thereafter; or 100% on February 28, 2017; or vest ratably over 16 quarters. Grants to employees 2/17/2016 36,364 25% on November 30, 2016, then 6.25% quarterly thereafter; or 25% on February 28, 2017, then 6.25% quarterly thereafter. Total 699,637 Restricted stock award activity was as follows for the three months ended March 31, 2016: Shares Weighted Average Price Unvested balance at December 31, 2015 834,225 $ 6.49 Granted 699,637 $ 3.99 Vested (74,558 ) $ 5.82 Forfeited (5,000 ) $ 7.45 Unvested balance at March 31, 2016 1,454,304 $ 5.32 For March 31, 2016 March 31, 2015 (In millions) Total fair value of restricted stock awards vested $ 0.4 $ 2.0 Compensation expense related to restricted stock awards 0.6 0.6 As of March 31, 2016, there remained $4.9 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 Stock options granted during the three months ended March 31, 2016 were as follows: Description Grant Date Options Granted Grant Price Expiration Date Vesting Schedule Grants to employees 2/12/2016 20,000 $ 3.97 2/12/2026 6.25% on February 29, 2016, then quarterly at 6.25% thereafter. Grants to employees 2/17/2016 25,000 $ 4.40 2/17/2026 25% on February 28, 2017, then quarterly at 6.25% thereafter. Total 45,000 Stock option activity was as follows for the three months ended March 31, 2016: Options Weighted Average Exercise Price Weighted Remaining Contractual Life (Years) Weighted Average Fair Value of Option Grants Outstanding as of December 31, 2015 2,607,417 $ 7.41 Granted 45,000 $ 4.21 $ 2.05 Exercised (56,250 ) $ 4.20 Forfeited (912 ) $ 4.95 Outstanding as of March 31, 2016 2,595,255 $ 7.42 5.9 Exercisable as of March 31, 2016 2,009,730 $ 7.96 Outstanding intrinsic value at March 31, 2016 (in millions) — Exercisable intrinsic value at March 31, 2016 (in millions) — For the Three Months Ended March 2016 March 31, 2015 (In millions) Compensation expense related to option awards $ 0.3 $ 0.4 For the Three Months Ended (In millions) March 2016 March 31, 2015 Total fair value of stock options vested $ 0.3 $ 0.4 Intrinsic value of stock options exercised* $ — $ — Proceeds received from option exercises $ 0.2 $ 0.1 * Less than $0.1 million. As of March 31, 2016, there remained $1.8 million of unrecognized compensation expense related to stock options. These costs are expected to be recognized over a weighted average period of 1.6 years. The fair value of options granted during the three months ended March 31, 2016 and March 31, 2015 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 Three Months Ended March 2016 March 31, 2015 Risk-free interest rates 1.08 % 1.40 % Expected dividend yield — — Expected volatility 54 % 60 % Expected lives 5.5 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. 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 March 2016 March 31, 2015 Shares of common stock issued 20,588 9,897 Expense related to ESPP (in thousands) $ 18 $ 14 The fair value of ESPP purchases for the three months ended March 31, 2016 and March 31, 2015 was estimated using a Black-Scholes pricing model. The Company used the following year-to-date weighted average assumptions: For the Three Months Ended March 2016 March 31, 2015 Risk-free interest rates 0.17 % 0.02 % Expected dividend yield — — Expected volatility 27 % 39 % Expected lives 0.25 years 0.24 years |