Quarterly report pursuant to Section 13 or 15(d)

Stock-based Compensation Plans and Awards

v2.4.0.8
Stock-based Compensation Plans and Awards
9 Months Ended
Oct. 31, 2013
Stock-based Compensation Plans and Awards  
Stock-based Compensation Plans and Awards

8.                       Stock-based Compensation Plans and Awards

 

Our 2011 Equity Incentive Plan (the “2011 Plan”) provides for the issuance of stock options, restricted stock units and other stock-based awards. The 2011 Plan is administered by the compensation committee of our board of directors.

 

Stock Options

 

The per-share fair value of each stock option was determined on the date of grant using the Black-Scholes option pricing model using the following assumptions:

 

 

 

Three months ended
October 31,

 

Nine months ended
October 31,

 

 

 

2012

 

2013

 

2012

 

2013

 

Expected life (in years)

 

N/A

 

6.32

 

6.67

 

6.30

 

Risk-free interest rate

 

N/A

 

2.04

%

1.52

%

1.62

%

Expected volatility

 

N/A

 

58

%

57

%

58

%

Expected dividend yield

 

N/A

 

0

%

0

%

0

%

 

Restricted Stock Units

 

The fair value of the restricted stock units (“RSUs”) is expensed ratably over the vesting period. RSUs vest annually on a cliff basis over the service period, which is generally four years. During the three and nine months ended October 31, 2013, we recorded stock-based compensation expense from RSUs of approximately $8.7 million and $21.9 million.

 

Stock Option Awards with Both a Service Period and a Market Condition

 

In March 2012, Mr. Joseph Kennedy, the Company’s Chief Executive Officer, was granted non-statutory stock options to purchase 800,000 shares of common stock with an exercise price of $10.63 per share. This award included both a service period and a market vesting condition that stipulated that the award would vest if the 60-day trailing volume weighted average price of our common stock exceeded $21.00 per share, or if there was a sale of the Company for at least $21.00 per share, in each case prior to July 2017. Upon the market condition being met, the award would vest ratably over four years, beginning in July 2013, subject to severance and change of control acceleration.

 

We used a Monte Carlo simulation to value the award due to the market vesting condition. The following assumptions were used to value the award using the Monte Carlo simulation: 10-year term, risk-free interest rate of 2.33%, expected volatility of 70% and a beginning stock price of $10.63. The grant-date fair value for the award was $6.08 per share.

 

Announced CEO Departure

 

In March 2013, we announced that we would begin a process to identify a successor to Mr. Kennedy as CEO, which prompted us to re-evaluate certain estimates and assumptions related to the stock-based compensation expense associated with his awards. As a result of this re-evaluation, we reduced stock-based compensation expense by $1.7 million during the three months ended April 30, 2013, primarily related to the award with both a service period and a market condition. In September 2013, the market condition for Mr. Kennedy’s awards was met and the shares became exercisable as if they had been vesting ratably over four years from July 2013. In the three months ended October 31, 2013, we recorded $0.6 million in additional stock-based compensation expense in connection with these awards.

 

Stock-based Compensation Expense

 

Stock-based compensation expense related to all employee and non-employee stock-based awards was as follows (in thousands):

 

 

 

Three months ended

 

Nine months ended

 

 

 

October 31,

 

October 31,

 

 

 

2012

 

2013

 

2012

 

2013

 

 

 

(in thousands)

 

(in thousands)

 

 

 

(unaudited)

 

(unaudited)

 

Stock-based compensation expense:

 

 

 

 

 

 

 

 

 

Cost of revenue - Other

 

$

333

 

$

562

 

$

900

 

$

1,513

 

Product development

 

1,180

 

2,553

 

3,351

 

6,841

 

Sales and marketing

 

3,186

 

5,830

 

8,854

 

15,816

 

General and administrative

 

2,374

 

3,702

 

5,505

 

6,400

 

Total stock-based compensation expense

 

$

7,073

 

$

12,647

 

$

18,610

 

$

30,570