Stock Incentive Plans | Equity and Stock Incentive Plans The Company recognizes stock-based compensation related to awards granted under the 2009 Plan, the 2011 Plan, and ESPP . 2009 Stock Option and Incentive Plan and 2011 Equity Incentive Award Plan Stock Options In March 2011, the Company adopted the 2011 Plan , which was approved by the Company’s stockholders approved the 2011 Plan on March 24, 2011. Under the 2011 Plan , 2,666,666 shares of the Company’s common stock were initially reserved. Any shares of common stock that were available for issuance under prior plans, including the 2009 Plan, were transferred to the 2011 Plan . As of December 31, 2015 , 987,424 shares of the Company’s common stock previously available for issuance under the 2009 Plan were available for issuance under the 2011 Plan. The number of common shares reserved for issuance under the 2011 Plan increase automatically in January of each year by the least of (a) 1,666,666 shares, (b) five percent ( 5% ) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (c) such smaller number of shares of common stock as determined by the Company’s board of directors; provided, however that no more than 23,333,333 shares of common stock may be issued upon the exercise of incentive stock options. The following table summarizes the Company’s stock option activity under the 2009 Plan and 2011 Plan: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding at December 31, 2012 3,461,255 $ 7.19 Granted 841,371 $ 23.39 Exercised (854,566 ) $ 5.39 Forfeited or expired (163,388 ) $ 20.10 Outstanding at December 31, 2013 3,284,672 $ 11.17 Granted 904,602 $ 28.76 Exercised (1,048,053 ) $ 7.19 Forfeited or expired (90,920 ) $ 22.46 Outstanding at December 31, 2014 3,050,301 $ 17.41 Granted 385,776 $ 55.30 Exercised (822,133 ) $ 12.28 Forfeited or expired (98,615 ) $ 30.12 Outstanding at December 31, 2015 2,515,329 $ 24.40 7.14 $ 90,818 Ending vested and expected to vest at December 31, 2015 2,443,198 $ 23.96 7.10 $ 89,268 Exercisable at December 31, 2015 1,474,236 $ 15.80 6.23 $ 65,601 Intrinsic value of an option is the difference between the fair value of the Company’s common stock at the time of exercise and the exercise price to be paid. The aggregate intrinsic value for options outstanding at December 31, 2015 in the table above represents the total intrinsic value, based on the Company’s closing stock price of $60.23 as of December 31, 2015 . Options outstanding that are expected to vest are net of estimated future option forfeitures. For the majority of stock options outstanding, the options vest over a four -year period and have a maximum contractual term of ten years. Following is additional information pertaining to the Company’s stock option activity: Year ended December 31, 2015 2014 2013 (in thousands except for per option data) Weighted average grant-date fair value per option granted $ 26.13 $ 14.43 $ 11.54 Grant-date fair value of options vested $ 8,285 $ 6,126 $ 3,775 Intrinsic value of options exercised $ 38,971 $ 26,277 $ 18,024 Proceeds received from options exercised $ 10,094 $ 7,537 $ 4,623 As of December 31, 2015 , total unrecognized compensation cost related to unvested stock options, adjusted for estimated forfeitures, was $15.3 million and is expected to be recognized over a weighted average period of 2.39 years. Restricted Stock Units, Performance-Vesting Restricted Stock Units, and Performance Awards The fair value of the Company’s RSUs and Performance Awards is measured based upon the closing price of its underlying common stock as of the grant date and is recognized over the vesting term. Upon vesting, RSUs convert into an equivalent number of shares of common stock. The Performance Awards granted represent the right to receive shares of the Company’s common stock, contingent upon the achievement of certain of the Company’s performance metrics during the performance period. Subsequent to the performance period, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) determines and approves the achievement of the performance goals (the “ Determination Date ”) and the earned shares are issued, with 25% of the shares vested upon issuance and the remaining shares to vest 25% on each of the first three anniversaries of the Determination Date , subject to the continuous employment of the participant through such dates. In February 2013 , the Company granted 113,000 Performance Awards (“2013 Performance Awards”) to designated participants under the 2011 Plan . The 2013 Performance Awards represent the right to receive shares of the Company’s common stock upon achievement of certain performance goals during the performance period of January 1, 2013 through December 31, 2013. In March 2014, after the Company filed its Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC, the Compensation Committee determined the level of achievement of the performance goals (the “2013 Award Determination Date”), at which time it was determined that the designated participants had earned an aggregate of 124,300 shares of common stock. The earned shares were issued in April 2014, with 25% of the shares vested upon issuance and the remaining shares to vest 25% on each of the first three anniversaries of the 2013 Award Determination Date, subject to the continuous employment of the participant through such dates. In February 2014 , the Company granted 62,500 Performance Awards (“2014 Performance Awards”) to designated participants under the 2011 Plan. The 2014 Performance Awards represent the right to receive shares of the Company’s common stock upon achievement of certain performance goals during the performance period of January 1, 2014 through December 31, 2014. In March 2015, after the Company filed with the SEC its Annual Report on Form 10-K for the year ended December 31, 2014, the Compensation Committee determined the level of achievement of the performance goals (the “2014 Award Determination Date”), at which time it was determined that the designated participants had earned an aggregate of 107,350 shares of common stock. The earned shares were issued in April 2015, with 25% of the shares vested 30 days after determination dated and the remaining shares to vest 25% on each of the first three anniversaries of the 2014 Award Determination Date, subject to the continuous employment of the participant through such dates. In December 2014, the Company granted Sigmund Anderman, then Chief Executive Officer and current Chairman of the Board of Directors of the Company, an option to purchase 76,648 shares of Company common stock and 37,203 Performance-Vesting RSUs . In January 2015, the Company granted Mr. Anderman an option to purchase 71,648 shares of Company common stock and 34,714 Performance-Vesting RSUs . Each of the options have a four -year, employment-based vesting schedule with the first 25% total number of shares vested on the first anniversary of the grant date and 1/48th of the total number of options to vest monthly thereafter. The Performance-Vesting RSUs will vest based upon the achievement of the corporate goals applicable to the Company’s executive bonus plan for fiscal year 2015 and Mr. Anderman’s continued employment. On the date the board of directors or the compensation committee certifies the achievement of the Company’s corporate goals for fiscal year 2015 (the “ 2015 RSU Determination Date ”), Mr. Anderman may earn up to 2.0 shares of common stock for each of the Performance-Vesting RSUs . 25% of the total number of Performance-Vesting RSUs will vest and be issued on the 2015 RSU Determination Date , and the remaining shares will vest and be issued 25% on each of December 31, 2016, 2017 and 2018, subject to the continuous employment of Mr. Anderman through such dates. As of December 31, 2015, the Company expects that each performance-vesting RSU will convert to two shares of common stock on the 2015 RSU Determination Date. In February and March 2015, the Company granted 24,766 and 10,324 Performance Awards (“2015 Performance Awards”) to designated participants under the 2011 Plan. The 2015 Performance Awards represent the right to receive shares of the Company’s common stock upon achievement of certain performance goals during the performance period of January 1, 2015 through December 31, 2015. After the Company files its Annual Report on Form 10-K for the year ended December 31, 2015 with the SEC, the Compensation Committee will determine the level of achievement of the performance goals (the “2015 Award Determination Date”), at which time the designated participants may earn between zero and two shares of common stock for each 2015 Performance Award. Shares of common stock earned, if any, will be issued after the 2015 Award Determination Date with 25% of the shares to vest upon issuance and the remaining shares to vest 25% on each of the first three anniversaries of the 2015 Award Determination Date, subject to the continuous employment of the participant through such dates. As of December 31, 2015, the Company expects that each RSU will convert to two shares of common stock on the 2015 RSU Determination Date. In October 2015, in connection with the acquisition of Mortgage Returns the Company agreed to pay up to 29,006 of performance vesting RSUs for a total value of $2.0 million to the former Chief Executive Officer (CEO) of Mortgage Returns. The performance vesting RSUs granted represent the right to receive shares of the Company’s common stock upon achievement of certain performance criteria and a service requirement during the performance period of October 23, 2015 through October 23, 2019. The performance vesting RSUs will vest annually based on the achievement of the performance criteria and the service requirement. The following table summarizes the Company’s RSU, Performance Award, and performance-vesting RSU activity: RSUs Performance Awards and performance-vesting RSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding at December 31, 2012 40,625 8.90 588,000 25.79 Granted 301,767 24.78 124,300 19.60 Released (20,000 ) 14.71 (147,000 ) 25.79 Forfeited or expired (65,014 ) 24.62 — — Outstanding at December 31, 2013 257,378 23.10 565,300 24.43 Granted 525,063 28.85 155,953 24.93 Released (84,682 ) 22.56 (178,076 ) 24.71 Forfeited or expired (111,901 ) 29.02 (58,000 ) 24.91 Outstanding at December 31, 2014 585,858 27.20 485,177 25.61 Granted 401,158 62.62 205,816 47.18 Released (179,530 ) 25.97 (182,711 ) 24.69 Forfeited or expired (58,798 ) 39.40 — — Outstanding at December 31, 2015 748,688 $ 45.52 508,282 $ 34.68 Ending vested and expected to vest at December 31, 2015 661,523 508,282 RSU s and Performance Awards that are expected to vest are net of estimated future forfeitures. RSU s released during the years ended December 31, 2015 and 2014 had an aggregate intrinsic value of $11.1 million and $2.6 million , respectively, and an aggregate grant-date fair value of $4.7 million and $1.9 million , respectively. Performance Awards released during the years ended December 31, 2015 and 2014 had an aggregate intrinsic value of $13.2 million and $5.9 million , respectively, and an aggregate grant-date fair value of $4.5 million and $4.4 million , respectively. The number of RSU s released includes shares that the Company withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. As of December 31, 2015 , total unrecognized compensation expense related to unvested RSUs and Performance Awards was $32.2 million and is expected to be recognized over a weighted average period of 2.4 years. Stock Awards Issued to Non-employees During the years ended December 31, 2015 and 2014 , the Company granted 1,184 and 5,931 RSU s to individual consultants at a weighted average grant date fair value of $59.81 and $25.30 per share, respectively. The RSU s and options were granted in exchange for consulting services. The RSU s and options each vest quarterly over a period of two years. These awards were granted under the 2011 Plan and are included in the RSU and option tables above. The RSU s and options issued to consultants are re-measured to fair value at the end of each accounting period. The Company recorded expense related to the issuance of RSU s and options to consultants of $0.2 million , $0.2 million , and $0.2 million in each of the years ended December 31, 2015 , 2014 and 2013. Employee Stock Purchase Plan Under the ESPP , qualified employees are permitted to purchase the Company’s common stock at 85% of the fair market value of the common stock as of the commencement date of the offering period or as of the specified purchase date, whichever is lower. The ESPP is deemed compensatory and stock-based compensation is recognized in accordance with ASC 718 , Stock Compensation. The ESPP is designed to allow eligible employees and the eligible employees of the Company’s participating subsidiaries to purchase shares of common stock, at semi-annual intervals, with their accumulated payroll deductions. The maximum aggregate number of shares which may be issued over the term of the ESPP is the sum of (a) 666,666 shares of common stock plus (b) an annual increase on the first day of each year beginning in 2012 and ending in 2021, equal to the least of (i) 1,666,666 shares of common stock, (ii) one percent ( 1% ) of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (iii) such smaller number of shares of common stock as determined by the board of directors, which may be either authorized but unissued common stock or reacquired common stock, including shares of common stock purchased on the open market. In addition, no participant shall be permitted to participate in the ESPP if: (i) immediately after his or her election to participate, the participant would control 5% or more of the total combined voting power or value of all classes of the stock of the Company or any of its affiliates, or (ii) under the terms of the ESPP , the rights of the participant to purchase the Company’s common stock under the ESPP and all of its other qualified employee stock purchase plans or those of the Company’s affiliates would accrue at a rate exceeding $25,000 of fair market value of the common stock for each calendar year for which such right is outstanding at any time. The weighted-average grant-date fair value of awards issued pursuant to the ESPP during the years ended December 31, 2015 and 2014 were $37.12 and $7.71 per share, respectively. For the years ended December 31, 2015 and 2014 , employees purchased 110,598 and 102,111 shares under the ESPP for a total of $4.1 million and $2.6 million , respectively. As of December 31, 2015 , unrecognized compensation cost related to the current ESPP period which ends on February 29, 2016 was approximately $0.3 million and is expected to be recognized over the next 2 months . Stock-Based Compensation Expense Total stock-based compensation expense recognized by the Company consisted of: Year ended December 31, 2015 2014 2013 (in thousands) Stock-based compensation by category of expense: Cost of revenues $ 3,218 $ 1,579 $ 745 Sales and marketing 2,752 1,562 1,041 Research and development 5,431 3,672 3,469 General and administrative 12,840 7,735 9,004 $ 24,241 $ 14,548 $ 14,259 The Company capitalized $1.1 million , $0.5 million , and $0.1 million of stock compensation costs as software and website application development costs for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Valuation Information The fair value of stock options and stock purchase rights granted under the 2009 Plan, the 2011 Plan and the ESPP were estimated at the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions: Year ended December 31, 2015 2014 2013 Stock option plans: Risk-free interest rate 1.50-1.96 % 1.55-2.02 % 0.95-1.87 % Expected life of options (in years) 5.00-6.08 5.27-6.08 5.27-6.08 Expected dividend yield — % — % — % Volatility 48-49 % 49-53 % 50-52 % Employee Stock Purchase Plan: Risk-free interest rate 0.13-0.24 % 0.05-0.08 % 0.05-0.13 % Expected life of options (in years) 0.5 0.5 0.5 Expected dividend yield — % — % — % Volatility 35-44 % 38-39 % 36-37 % Due to the Company’s limited trading history as a publicly held company, the simplified method was used to estimate the expected term of options granted by taking the average of the vesting term and the contractual term of the option. To estimate volatility, management identified a group of publicly traded peer companies that operate in a similar industry. An estimate was determined based on a weighted average of the historical volatilities of these peer companies and the Company’s common stock during the period of time since the Company’s initial public offering. The risk-free interest rate used was the Federal Reserve Bank’s constant maturities interest rate commensurate with the expected life of the options. The expected dividend yield was zero, as the Company does not anticipate paying a dividend within the relevant time frame. |