Stock-Based Compensation | Stock-Based Compensation We grant stock-based incentive awards to attract, motivate and retain qualified employees, non-employee directors and consultants, and to align their financial interests with those of our stockholders. We utilize stock-based compensation in the form of restricted stock awards, restricted stock units and options to purchase Class A common stock. As of June 30, 2017, awards outstanding under the 2009 Plan consisted of stock options, and awards outstanding under the 2014 Plan consisted of stock options, restricted stock awards and restricted stock units. As of June 30, 2017, 2,600,554 shares of Class A common stock were available for grant under the 2014 Plan. Stock-Based Compensation Expense Stock-based compensation expense for the six months ended June 30, 2017 was $5.3 million, $1.2 million, and $2.0 million for options to purchase Class A common stock, restricted stock awards and restricted stock units, respectively. Stock-based compensation expense for the six months ended June 30, 2016 was $4.5 million, $1.6 million and $0.8 million for options to purchase Class A common stock, restricted stock awards and restricted stock units, respectively. Stock-based compensation expense associated with stock options, restricted stock awards, and restricted stock units was recorded in the following cost and expense categories consistent with the respective employee or service provider’s related cash compensation (in thousands): Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Cost of revenue Subscription and support $ 178 $ 125 $ 318 $ 243 Professional services 100 93 200 215 Operating expenses Research and development 472 609 965 1,193 Sales and marketing 694 449 1,353 904 General and administrative 2,953 2,226 5,700 4,337 Total $ 4,397 $ 3,502 $ 8,536 $ 6,892 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the options. The expected term represents the period of time the options are expected to be outstanding and is based on the “simplified method” as defined by SEC Staff Accounting Bulletin No. 110 (Topic 14.D.2). We use the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the options. The risk-free interest rate is based on yields on U.S. Treasury STRIPS (Separate Trading of Registered Interest and Principal of Securities) with a maturity similar to the estimated expected term of the options. The fair value of our stock options was estimated assuming no expected dividends and the following weighted-average assumptions: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Expected term (in years) 6.1 6.1 6.0 - 6.1 6.0 - 6.1 Risk-free interest rate 1.90% - 2.03% 1.41% - 1.54% 1.90% - 2.14% 1.41% - 1.90% Expected volatility 39.3% - 39.6% 44.7% - 45.1% 39.3% - 43.8% 44.7% - 45.3% Stock Options The following table summarizes the option activity under the Plans for the six months ended June 30, 2017: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2016 7,532,455 $ 12.22 7.2 $ 19,988 Granted 1,415,953 13.94 Forfeited (242,609) 14.47 Exercised (566,648) 9.73 Outstanding at June 30, 2017 8,139,151 $ 12.64 7.2 $ 52,205 Exercisable at June 30, 2017 4,520,224 $ 10.94 6.0 $ 36,672 Options to purchase Class A common stock generally vest over a three- or four-year period and are generally granted for a term of ten years. The total intrinsic value of options exercised during the six months ended June 30, 2017 and 2016 was $4.2 million and $1.5 million, respectively. The weighted-average grant-date fair value of options granted during the six months ended June 30, 2017 and 2016 was $6.05 and $6.53, respectively. The total fair value of options vested during the six months ended June 30, 2017 and 2016 was approximately $5.2 million and $4.1 million, respectively. Total unrecognized compensation expense of $20.8 million related to options will be recognized over a weighted-average period of 2.4 years. Restricted Stock Awards We have granted restricted stock awards to our executive officers that vest in three equal annual installments from the date of grant. The recipient of an award of restricted stock under the Plan may vote and receive dividends on the shares of restricted stock covered by the award. The fair value for restricted stock awards is calculated based on the stock price on the date of grant. The total fair value of restricted stock awards vested during the six months ended June 30, 2017 and 2016 was approximately $2.4 million and $3.3 million, respectively. The following table summarizes the restricted stock award activity under the Plan for the six months ended June 30, 2017: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2016 353,335 $ 13.40 Granted — — Forfeited — — Vested (176,670) 13.40 Unvested at June 30, 2017 176,665 $ 13.40 Compensation expense associated with unvested restricted stock awards is recognized on a straight-line basis over the vesting period. At June 30, 2017, there was approximately $1.4 million of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 0.6 years . Restricted Stock Units We have granted restricted stock units to our executive officers that vest in three equal annual installments from the date of grant and to non-employee members of our Board of Directors with one-year cliff vesting from the date of grant. The recipient of a restricted stock unit award under the Plan will have no rights as a stockholder until share certificates are issued by us, but, at the discretion of our Compensation Committee, has the right to receive a dividend equivalent payment in the form of additional restricted stock units. Additionally, until the shares are issued, they have no voting rights and may not be bought or sold. The fair value for restricted stock units is calculated based on the stock price on the date of grant. The total fair value of restricted stock units vested during the six months ended June 30, 2017 was approximately $2.5 million. No restricted stock units vested during the six months ended June 30, 2016. The following table summarizes the restricted stock unit activity under the Plan for the six months ended June 30, 2017: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2016 381,952 $ 15.11 Granted 413,792 13.95 Forfeited — — Vested (1) (174,211) 14.58 Unvested at June 30, 2017 621,533 $ 14.48 (1) As of June 30, 2017, recipients of 146,075 shares had elected to defer settlement of the vested restricted stock units in accordance with our Nonqualified Deferred Compensation Plan. Compensation expense associated with unvested restricted stock units is recognized on a straight-line basis over the vesting period. At June 30, 2017, there was approximately $7.5 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.0 years. Employee Stock Purchase Plan Our Employee Stock Purchase Plan (“ESPP”) became effective on June 13, 2017. Under the ESPP, eligible employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about July 15 and January 15 and exercisable on or about the succeeding January 14 and July 14, respectively, of each year. As of June 30, 2017, 5,000,000 shares of Class A common stock were available for issuance under the ESPP. No participant may purchase more than $12,500 worth of the Company’s common stock in a six-month offering period. The ESPP's initial offering period began in July 2017. Accordingly, no shares of the Company's common stock had been purchased or distributed pursuant to the ESPP as of June 30, 2017. |