Stock-Based Compensation | 6. Stock-Based Compensation On July 9, 2007, the board of directors and stockholders of the Company approved and adopted the TubeMogul, Inc. 2007 Equity Compensation Plan (the 2007 Plan) that permitted the grant of incentive and nonqualified stock options, stock awards (including restricted stock units), and stock appreciation rights to purchase shares of the common stock of the Company. Under the 2007 Plan, shares of common stock are reserved for the issuance of permitted awards to eligible participants. Options granted generally vest and become exercisable over a four-year term from the date of grant, at a rate of 25% after one year, then monthly on a straight-line basis thereafter. Options granted generally are exercisable for up to 10 years from the date of grant. Restricted stock units (RSUs) granted are generally released from restriction over a four-year term from the date of grant, at a rate of 25% after one year, then quarterly on a straight-line basis thereafter. The Company has authorized and reserved a total of 6,093,703 shares of common stock under the 2007 Plan for the grant of permitted awards to employees, directors, consultants, and other service providers for the Company or related companies. The 2007 Plan terminated effective July 16, 2014, though it continues to govern outstanding awards issued under the 2007 Plan prior to July 16, 2014. In February 2014, t he Company’s board of directors and stockholders approved and adopted the TubeMogul, Inc. 2014 Equity Incentive Plan (the 2014 Plan), and the 2014 Plan became effective on July 16, 2014, the day immediately preceding the Company’s initial public offering (IPO). The 2014 Plan permits the grant of stock options, stock appreciation rights, restricted stock, RSUs, performance awards and other cash-based or stock-based awards. In addition, the 2014 Plan contains a mechanism through which the Company may adopt a deferred compensation arrangement in the future. Under the 2014 Plan, shares of common stock are reserved for the issuance of permitted awards to eligible participants. The Company initially authorized and reserved a total of 2,500,000 shares of common stock under the 2014 Plan for the grant of permitted awards. This reserve automatically increased on January 1, 2015 by 1,491,894 shares and will continue to increase on each subsequent anniversary through 2024, by an amount equal to the smaller of (a) five percent (5%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31; or (b) an amount determined by the Company’s board of directors. This reserve may also be increased by up to an additional 4,975,000 shares, to include (a) any shares remaining available for grant under the 2007 Plan at the time of its termination; and (b) shares that would otherwise be returned to the 2007 Plan, upon the expiration or termination of awards granted under that plan. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2014 Plan. The shares available under the 2014 Plan will not be reduced by awards settled in cash. The shares available under the 2014 Plan will be reduced by shares withheld to satisfy tax withholding obligations with respect to stock options and stock appreciation rights. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2014 Plan. For purposes of the tables below, the 2007 Plan and the 2014 Plan are collectively referred to as the “Plan.” The following table summarizes the Plan’s stock option activity: Weighted- Weighted- Weighted average average average Outstanding exercise grant Total intrinsic remaining Aggregate number of price per date fair value of contractual intrinsic shares share value exercises life value Balance at December 31, 2014 5,166,223 $ 5.32 7.75 $ 83,132 Options granted 111,748 14.91 $ 8.95 — — Options exercised (487,432 ) 0.77 $ 6,854 — — Options canceled (53,465 ) 3.57 — — Balance at June 30, 2015 4,737,074 $ 6.04 7.48 $ 42,820 Options exercisable and vested at June 30, 2015 2,317,279 $ 1.91 6.18 $ 29,076 Options vested and expected to vest at June 30, 2015 4,580,347 $ 5.88 7.43 $ 42,038 At June 30, 2015, there was approximately $11.4 million of total unrecognized compensation cost related to unvested options granted under the compensation plan. The remaining unrecognized compensation cost is expected to be recognized over the weighted average remaining vesting period of approximately 2.16 years at June 30, 2015. The fair value of options granted to employees is estimated on the date of grant and to non-employees at each measurement period using the Black-Scholes-Merton option valuation model. This stock-based compensation expense valuation model requires the Company to make assumptions and judgments regarding the variables used in the calculation. These variances include the expected term (weighted average period of time that the options granted are expected to be outstanding), the expected volatility of the Company’s common stock, expected risk-free interest rate, expected dividends. To the extent actual results differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. The Company uses the simplified calculation of expected term, as the Company does not have sufficient historical data to use any other method to estimate expected term. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The expected risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Expected forfeitures are based on the Company’s historical experience. The following assumptions were used to calculate the fair value of options for employees: Three Six Months Ended June 30, June 30, 2015 2014 2015 Risk-free interest rate 1.55% to 1.63% 1.8% to 2.0% 1.18% to 1.63% Dividend yield — % — % — % Volatility 70% 66% to 67% 70% Expected term 4.5 to 5.05 years 6.0 to 6.4 years 4.5 to 6.5 years The following table summarizes the Plan’s RSU activity: Weighted- Outstanding Average number of Grant Date shares Fair Value Balance at December 31, 2014 998,145 $ 10.99 RSUs granted 779,918 15.06 RSUs released (160,126 ) 10.92 RSUs canceled (155,946 ) 13.61 Balance at June 30, 2015 1,461,991 $ 13.52 The fair value of RSUs granted to employees is estimated on the date of grant and to non-employees at each measurement period using the fair value of the underlying common stock. At June 30, 2015, there was approximately $18.2 million of total unrecognized compensation cost related to unvested RSUs granted under the compensation plan. The remaining unrecognized compensation cost is expected to be recognized over the weighted average remaining vesting period of approximately 3.31 years at June 30, 2015. The following table summarizes the effects of stock-based compensation in the Company’s accompanying condensed consolidated statements of operations: Three Months Ended Six Months Ended June 31, June 30, 2014 2015 2014 2015 (in thousands) Research and development $ 209 $ 824 $ 311 $ 1,470 Sales and marketing 193 808 333 1,514 General and administrative 230 1,346 404 2,395 Total stock-based compensation $ 632 $ 2,978 $ 1,048 $ 5,379 In February 2014, the Company’s board of directors adopted and the stockholders approved the Company’s 2014 Employee Stock Purchase Plan (the ESPP), which became effective on July 17, 2014. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The administrator may, in its discretion, modify the terms of offering periods. Due to the timing of the IPO, the first offering period started July 17, 2014 and ended on February 16, 2015. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. During the three months ended June 30, 2015 no shares were purchased under the ESPP. During the six months ended June 30, 2015, 121,153 shares were purchased under the ESPP. |