Share-based Compensation | Share-based Compensation The Company recognized stock-based compensation expense 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 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, 2017 , the Company had 987,657 shares of its common stock previously available for issuance under the 2009 Plan available for issuance under the 2011 Plan. The majority of stock options issued under the plan have a maximum contractual term of ten years, the options generally vest over a four-year period. 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, 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 Granted 14,506 $ 59.78 Exercised (584,807 ) $ 18.08 Forfeited or expired (59,696 ) $ 37.94 Outstanding at December 31, 2016 1,885,332 $ 26.21 Granted 6,601 $ 94.66 Exercised (432,341 ) $ 23.61 Forfeited or expired (23,561 ) $ 40.94 Outstanding at December 31, 2017 1,436,031 $ 27.06 5.43 $ 89,554 Ending vested and expected to vest at December 31, 2017 1,431,645 $ 26.98 5.42 $ 89,393 Exercisable at December 31, 2017 1,250,119 $ 24.05 5.18 $ 81,700 The aggregate intrinsic value of the stock options outstanding at December 31, 2017 based on the Company’s closing stock price of $89.40 is presented above. 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. Options outstanding that are expected to vest are net of estimated future 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, 2017 2016 2015 (in thousands except for per option data) Weighted average fair value per option granted $ 45.44 $ 27.57 $ 26.13 Grant-date fair value of options vested $ 4,994 $ 8,577 $ 8,285 Intrinsic value of options exercised $ 31,621 $ 39,040 $ 38,971 Proceeds received from options exercised $ 10,208 $ 10,573 $ 10,094 As of December 31, 2017 , total unrecognized stock-based compensation expense related to unvested stock options, adjusted for estimated forfeitures, was $3.8 million and is expected to be recognized over a weighted average period of 1.10 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. Restricted shares vest in full after four years. The estimated fair value of restricted shares under the Company's stock plans is determined by the product of the number of shares granted and the grant date market price of the Company's common stock. The estimated fair value of restricted shares is expensed on a straight-line basis over the requisite service period. Performance Awards and performance-vesting RSUs are granted to certain executives under the 2011 Plan , which represent common stock potentially issuable in the future. Performance stock awards and units vest over a four -year period and the number of shares to be awarded is determined based on the achievement of specific performance goals. Based on the extent to which the targets are achieved at the end of the performance period, vested shares may range from 0 percent to 200 percent of the target award amount. The fair value of performance stock awards and units is determined by the grant date market price of the Company's common stock, and the compensation expense associated with nonvested performance stock awards and units is recognized over the requisite service period and is dependent on the Company's periodic assessment of the probability of the targets being achieved and its estimate of the number of shares that will ultimately be issued. During the fiscal years ended December 31, 2017, 2016 and 2015 , the Company recognized $5.8 million , $8.3 million , and $7.4 million of compensation expense, respectively, related to these performance stock awards and units. In October 2015, in connection with the acquisition of Mortgage Returns, LLC (“Mortgage Returns”), the Company agreed to grant up to 29,006 of performance-vesting RSUs for a total value of $2.0 million to the former Chief Executive Officer 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. In December 2016, a modification was made to a performance criteria of the award to align certain performance metrics to the Company’s targets. The modification resulted in an incremental value of approximately $0.2 million that will be recognized over the remaining requisite period; dependent on the Company’s periodic assessment of the probability of achievement. 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, 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 Granted 598,390 $ 78.39 151,540 $ 61.69 Released (240,386 ) $ 42.48 (239,120 ) $ 29.34 Forfeited or expired (81,577 ) $ 57.50 (13,052 ) $ 68.19 Outstanding at December 31, 2016 1,025,115 $ 64.47 407,650 $ 46.77 Granted 651,936 $ 97.73 43,414 $ 94.66 Released (355,045 ) $ 57.37 (150,727 ) $ 40.73 Forfeited or expired (142,548 ) $ 82.25 (5,873 ) $ 84.86 Outstanding at December 31, 2017 1,179,458 $ 82.84 294,464 $ 56.17 Ending vested and expected to vest at December 31, 2017 1,034,136 294,463 RSUs , performance-vesting RSUs and Performance Awards that are expected to vest are presented net of estimated future forfeitures. RSUs released during the years ended December 31, 2017 and 2016 had an aggregate intrinsic value of $36.0 million and $20.1 million , respectively, and an aggregate grant-date fair value of $20.4 million and $10.2 million , respectively. Performance-vesting RSUs and Performance Awards released during the years ended December 31, 2017 and 2016 had an aggregate intrinsic value of $14.2 million and $21.8 million , respectively, and an aggregate grant-date fair value of $6.1 million and $7.0 million , respectively. The number of RSUs released includes shares that the Company withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. As of December 31, 2017 , total unrecognized compensation expense related to unvested RSUs , performance-vesting RSUs and Performance Awards was $72.1 million and is expected to be recognized over a weighted average period of 2.46 years. Executive Incentive Plan On March 14, 2016, the Compensation Committee adopted the Ellie Mae, Inc. Executive Incentive Plan (the “Executive Incentive Plan”). The Executive Incentive Plan was approved by the Company’s stockholders on May 25, 2016. The Executive Incentive Plan has a term of five years from the date of approval by the stockholders, expiring May 25, 2021, and may be terminated, amended or suspended by the Compensation Committee at any prior time, and may also be reinstated. The Company issued cash bonus and performance-based equity awards under the Executive Incentive Plan to the Company’s executive officers in 2017. Shares underlying equity awards from the Executive Incentive Plan are issued from the Company’s 2011 Plan. The equity awards have the following limitations: Stock Option Limitations. The maximum number of shares that may be granted as an incentive stock option under the Executive Incentive Plan is 70,000,000 . No participant will be eligible to receive a stock option covering more than 1,000,000 shares in any calendar year. Performance Units/Performance Share Limitations. No participant will be eligible to receive performance units or performance shares having a grant date value (assuming maximum payout) greater than $10,000,000 or covering more than 1,000,000 shares, whichever is greater, in any calendar year. Due to changes in the deductibility of executive compensation under The Tax Act, the Company is currently evaluating whether future cash bonus and performance-based equity awards will continue to be issued under the Executive Incentive Plan. 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 to purchase shares of common stock, at semi-annual intervals, with their accumulated payroll deductions. The weighted-average grant-date fair value of awards issued pursuant to the ESPP during the years ended December 31, 2017 , 2016 , and 2015 were $23.01 , $24.11 , and $16.12 per share, respectively. For the years ended December 31, 2017 , 2016 and 2015 , employees purchased 121,010 , 101,816 , and 110,598 shares under the ESPP for a total of $9.1 million , $6.7 million , and $4.1 million , respectively. As of December 31, 2017 , unrecognized compensation cost related to the current ESPP period which ends on February 28, 2018 was approximately $0.5 million and is expected to be recognized over the next 2 months . 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, 2017 2016 2015 Stock option plans: Risk-free interest rate 2.04 % 1.38 % 1.50-1.96 % Expected life of options (in years) 6.08 6.08 5.00-6.08 Expected dividend yield — % — % — % Volatility 48 % 47 % 48-49 % Employee Stock Purchase Plan: Risk-free interest rate 0.46-0.69 % 0.46-0.48 % 0.13-0.24 % Expected life of options (in years) 0.5 0.5 0.5 Expected dividend yield — % — % — % Volatility 33-37 % 33-49 % 35-44 % The Company uses the simplified method to estimate the expected term of options granted by taking the average of the vesting term and the contractual term of the option. The Company estimated its future stock price volatility considering its historical volatility calculations. 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. Stock-Based Compensation Expense Total stock-based compensation expense recognized by the Company consisted of: Year ended December 31, 2017 2016 2015 (in thousands) Stock-based compensation by category of expense: Cost of revenues $ 6,786 $ 4,835 $ 3,218 Sales and marketing 5,223 4,429 2,752 Research and development 8,281 7,296 5,431 General and administrative 14,177 14,911 12,840 $ 34,467 $ 31,471 $ 24,241 The Company capitalized $5.3 million , $2.8 million , and $1.1 million of stock compensation costs as software and website application development costs for the years ended December 31, 2017 , 2016 , and 2015 , respectively. |