STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION For the three and nine months ended September 30, 2017 and 2016 , the components of stock-based compensation expense were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Stock options $ 735 $ 947 $ 2,590 $ 3,000 Restricted stock awards and units 7,786 6,571 22,474 18,312 Performance-based restricted stock units 2,414 2,264 7,116 7,133 Employee stock purchase plan 1,236 676 3,133 2,710 Total stock-based compensation (1) $ 12,171 $ 10,458 $ 35,313 $ 31,155 (1) Total stock-based compensation is presented in this table on a gross basis, consistent with the additional paid-in capital impact recorded in stockholders' equity. On the Company's consolidated statements of operations and consolidated statements of cash flows, stock-based compensation is presented net of foreign exchange impact and capitalization of eligible software development-related costs. Stock Options The fair value of each stock option granted during the three and nine months ended September 30, 2017 and 2016 was estimated on the date of grant using a Black-Scholes pricing model with the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected volatility — % 44 % 44 % 43 % Expected life N/A 6 years 6 years 6 years Risk-free interest rate — % 1.20 % 2.07 % 1.42 % Dividend yield — — — — The following table summarizes the status of the Company's stock options as of September 30, 2017 , and changes during the nine months then ended (in thousands, except per share data): Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2017 1,793 $23.39 Granted 77 56.90 Exercised (285 ) 34.00 Forfeited (70 ) 48.97 Expired (7 ) 58.92 Outstanding at September 30, 2017 1,508 $21.74 4.33 years $84,974 Exercisable at September 30, 2017 1,271 $16.86 3.58 years $77,801 Vested and expected to vest at September 30, 2017 1,482 $21.26 4.26 years $84,181 No stock options were granted during the three months ended September 30, 2017 . The weighted-average grant-date fair value of stock options granted during the three months ended September 30, 2016 was $23.15 . The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2017 and 2016 was $25.37 and $17.92 , respectively. The total intrinsic value of stock options exercised during the three months ended September 30, 2017 and 2016 was $0.7 million and $4.4 million , respectively. The total intrinsic value of stock options exercised during the nine months ended September 30, 2017 and 2016 was $8.7 million and $7.4 million , respectively. The total fair value of stock options vested during the three months ended September 30, 2017 and 2016 was $0.8 million and $1.7 million , respectively. The total fair value of stock options vested during the nine months ended September 30, 2017 and 2016 was $2.9 million and $3.8 million , respectively. As of September 30, 2017 , there was $4.5 million in unrecognized compensation cost related to all non-vested stock options granted. This cost is expected to be recognized over a weighted-average remaining period of 2.39 years . R estricted Stock Awards and Units The following table summarizes the status of the Company’s nonvested time-based RSAs and RSUs as of September 30, 2017 , and changes during the nine months then ended (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 1,850 $40.89 Granted 757 57.68 Vested (587 ) 39.65 Forfeited (195 ) 43.39 Nonvested at September 30, 2017 1,825 $47.99 The total fair value of RSAs and RSUs vested during the three months ended September 30, 2017 and 2016 was $9.0 million and $1.5 million , respectively. The total fair value of RSAs and RSUs vested during the nine months ended September 30, 2017 and 2016 was $40.0 million and $18.4 million , respectively. As of September 30, 2017 , there was $69.2 million in unrecognized compensation cost related to all nonvested RSAs and RSUs granted. This cost is expected to be recognized over a weighted-average remaining period of 2.54 years . Performance-Based Restricted Stock Units During the three months ended September 30, 2017 , the Company granted 46 thousand PBRSUs with performance conditions based on achievement of certain individual and team objectives. No PBRSUs were granted during the three months ended September 30, 2016 . During the nine months ended September 30, 2017 , the Company granted: (1) 132 thousand PBRSUs ("2017 TSR PBRSUs") with market conditions based on the Company's total stockholder return ("TSR") relative to that of the Russell 2000 Index over the three-year period ending December 31, 2019, vesting in full in three years with the number of shares ultimately earned ranging from zero to 200% of the target number of shares ; (2) 132 thousand PBRSUs ("2017 Net Income PBRSUs") with performance conditions based on the compound annual growth rate of net income over the three-year period ending December 31, 2019, vesting in full in three years with the number of shares ultimately earned ranging from zero to 200% of the target number of shares. During the nine months ended September 30, 2016 , the Company granted 223 thousand PBRSUs ("2016 TSR PBRSUs") with market conditions based on the Company's TSR relative to that of the Russell 2000 Index over the three-year period ending December 31, 2018, vesting in full in three years with the number of shares ultimately earned ranging from zero to 200% of the target number of shares . The Company also granted an insignificant number of other PBRSUs with performance conditions based on achievement of certain individual performance objectives. The fair value of PBRSUs with market conditions granted during the nine months ended September 30, 2017 and 2016 was estimated as of the date of grant using a Monte Carlo valuation model with the following weighted average assumptions: 2017 TSR PBRSUs 2016 TSR PBRSUs Expected volatility - Medidata 42 % 48 % Expected volatility - comparison index 43 % 43 % Expected life 2.85 years 2.84 years Risk-free interest rate 1.40 % 0.91 % Dividend yield — — The following table summarizes the status of the Company’s PBRSUs based upon expected performance as of September 30, 2017 , and changes during the nine months then ended (in thousands, except per share data): Net Income TSR Other Individual and Team Goals Total Number of Shares Weighted-Average Grant Date Fair Value Nonvested at January 1, 2017 — 390 2 392 $ 57.05 Granted (based on performance at 100% of targeted levels) 132 132 46 310 72.42 Adjustment related to expected performance — 402 (34 ) 368 61.34 Vested — (92 ) (2 ) (94 ) 66.88 Forfeited — (26 ) — (26 ) 59.60 Nonvested at September 30, 2017 132 806 12 950 $ 62.68 The total fair value of PBRSUs vested during the three months ended September 30, 2017 and 2016 was $0.1 million and $0.1 million , respectively. The total fair value of PBRSUs vested during the nine months ended September 30, 2017 and 2016 was $5.2 million and $10.1 million , respectively. As of September 30, 2017 , there was $21.2 million in unrecognized compensation cost related to all nonvested PBRSUs. This cost is expected to be recognized over a weighted-average remaining period of 1.81 years . Employee Stock Purchase Plan The fair value of shares granted under the Company's employee stock purchase plan ("ESPP") was estimated using a Black-Scholes pricing model with the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected volatility 39 % 41 % 39 % 42 % Expected life 1.44 years 1.35 years 1.47 years 1.46 years Risk-free interest rate 0.72 % 0.54 % 0.65 % 0.53 % Dividend yield — — — — During the nine months ended September 30, 2017 , 103 thousand shares were purchased under the ESPP at a weighted-average price of $40.50 . During the nine months ended September 30, 2016 , 89 thousand shares were purchased under the ESPP at a weighted-average price of $38.35 . As of September 30, 2017 , there was $4.3 million in unrecognized compensation cost related to ESPP shares. This cost is expected to be recognized over a weighted-average remaining period of 1.09 years . Modifications Incremental expense associated with modifications to stock options, RSAs and PBRSUs during the three months ended September 30, 2017 and 2016 was none and $0.1 million in the aggregate, respectively, and immaterial on an individual basis. Incremental expense during the nine months ended September 30, 2017 and 2016 was $0.1 million and $0.5 million in the aggregate, respectively, and immaterial on an individual basis. |