Equity-Based Compensation | Equity-Based Compensation In 2010, the Company established an equity incentive plan and, in 2011, the plan was amended and restated as the Wayfair LLC Amended and Restated 2010 Common Unit Plan (the “2010 Plan”). The 2010 Plan was administered by the board of directors of Wayfair LLC and provided for the issuance of common option units, restricted common units (all common units), and deferred units, which currently represent Class A or Class B common stock of the Company. In connection with the IPO and as described in Note 1, Basis of Presentation , the Company completed a corporate reorganization pursuant to which Wayfair LLC became a wholly-owned subsidiary of the Company, and the holders of equity interests in Wayfair LLC became stockholders of the Company. In addition, all of the outstanding common units and incentive units of Wayfair LLC were exchanged for shares of common stock or incentive units for common stock, and then were converted into shares of Class B common stock or incentive units for Class B common stock of the Company. Accordingly, common option units, restricted common units and deferred units were converted to stock options, restricted common stock and restricted stock units (“RSU”), respectively, and may be referred to as such in these notes to the consolidated and condensed financial statements. In connection with the IPO, the board of directors of the Company took over administration of the 2010 Plan and adopted the 2014 Incentive Award Plan (“2014 Plan”) to grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which the Company competes. The 2014 Plan is administered by the board of directors of the Company with respect to awards to non-employee directors and by the compensation committee with respect to other participants and provides for the issuance of stock options, SARs, restricted stock, RSUs, performance shares, stock payments, cash payments, dividend awards and other incentives. The 2014 Plan authorizes up to 8,603,066 shares of Class A common stock to be issued, of which RSUs for 1,840,624 shares had been issued as of September 30, 2015 . Shares or RSUs forfeited, withheld for minimum statutory tax obligations, and unexercised stock option lapses from the 2010 Plan are available for grants of awards under the 2014 Plan. All equity awards granted prior to the IPO were subject to two vesting triggers: a service period (typically five years) and a performance condition (a liquidity event in the form of either a change of control or an initial public offering, each as defined in the 2010 Plan). Employees were able to retain provisionally vested stock options and shares upon departure. The Company determined that a liquidity event was not probable until the closing of its IPO on October 7, 2014, and as such, no expense was recognized until that date. After the IPO, awards for employees still providing service will continue to vest over the remaining service period. Any future grants of awards are expected to vest over the service period. In April 2014, the Company completed a tender offer to repurchase provisionally vested (defined as service period completed) stock options and restricted common stock from certain employees at a price of $26.23 per share. A total of 202,757 shares of restricted common stock and 9,028 stock options were tendered for an aggregate of approximately $5.5 million in net cash after adjusting for the exercise prices associated with the stock options. This tender offer was accounted for as a modification resulting in a $5.5 million compensation charge when accepted by the employee. The Company recorded an expense of $5.5 million in the nine months ended September 30, 2014. The following table presents activity relating to stock options under the 2010 Plan during the nine months ended September 30, 2015 : Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Outstanding at December 31, 2014 449,046 $ 2.98 6.5 Options exercised (143,887 ) $ 2.96 Options forfeited/canceled (2,542 ) $ 3.24 Outstanding at September 30, 2015 302,617 $ 2.98 5.7 Exercisable at September 30, 2015 298,336 $ 2.98 5.7 Expected to vest as of September 30, 2015 2,676 $ 3.42 5.7 Intrinsic value of stock options exercised was $4.4 million for the nine months ended September 30, 2015 . Aggregate intrinsic value of stock options outstanding and currently exercisable is $9.7 million and $9.6 million , respectively. Unrecognized equity based compensation expense related to stock options expected to vest is less than $0.1 million with a weighted average remaining vesting term of 0.2 years as of September 30, 2015 . The following table presents activity relating to restricted common stock under the 2010 Plan during the nine months ended September 30, 2015 : Shares Weighted- Average Grant Date Fair Value Outstanding at December 31, 2014 161,476 $ 4.75 Restricted stock vested (155,475 ) $ 4.75 Unvested at September 30, 2015 6,001 $ 4.75 Expected to vest as of September 30, 2015 3,753 $ 4.75 The intrinsic value of restricted common stock vested was $4.1 million for the nine months ended September 30, 2015 . Aggregate intrinsic value of restricted common stock unvested is $0.2 million as of June 30, 2015. Unrecognized equity based compensation expense related to restricted common stock expected to vest is less than $0.1 million with a weighted average remaining vesting term of 0.2 years as of September 30, 2015 . The following table presents activity relating to RSUs under the 2010 and 2014 Plans during the nine months ended September 30, 2015 : Shares Weighted- Average Grant Date Fair Value Outstanding at December 31, 2014 4,542,231 $ 17.67 RSUs granted 1,840,624 $ 33.67 RSUs vested (1,114,485 ) $ 17.00 RSUs forfeited/canceled (353,032 ) $ 22.15 Outstanding at September 30, 2015 4,915,338 $ 23.62 Expected to vest as of September 30, 2015 3,629,795 $ 24.10 The intrinsic value of RSUs vested was $35.4 million for the nine months ended September 30, 2015 . Aggregate intrinsic value of RSUs outstanding is $172.3 million as of September 30, 2015 . Unrecognized equity based compensation expense related to RSUs expected to vest is $60.7 million with a weighted average remaining vesting term of 1.7 years as of September 30, 2015 . |