Marcus & Millichap, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation Plans (Tables)

Stock-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Outstanding Awards Under 2013 Omnibus Equity Incentive Plan

Activity under the 2013 Plan consisted of the following (dollars in thousands, except per share data):


	RSA Grants to Non-employee Directors			RSU Grants to Employees			RSU Grants to Independent Contractors			Total			Weighted- Average Grant Date Fair Value Per Share
Nonvested shares at December 31, 2013		30,000			313,155			570,760			913,915		$	14.46
Granted
February 2014		—			—			38,088			38,088
May 2014		22,884			6,991			31,780			61,655
August 2014		—			6,346			12,474			18,820
November 2014		—			9,584			4,638			14,222
December 2014		—			216,411			—			216,411

Total Granted		22,884			239,332			86,980			349,196			27.46
Vested		(10,002	)		—			—			(10,002	)		12.00
Transferred		—			(8,596	)		8,596			—			14.54
Forfeited/canceled		—			(27,454	)		(18,646	)		(46,100	)		14.65

Nonvested shares at December 31, 2014 ⁽¹⁾		42,882			516,437			647,690			1,207,009		$	18.23

Granted
February 2015		—			15,847			9,720			25,567
May 2015		10,110			8,142			4,212			22,464
August 2015		—			5,607			25,148			30,755
November 2015		—			2,117			7,805			9,922

Total Granted		10,110			31,713			46,885			88,708			42.91
Vested		(17,628	)		(57,711	)		(138,119	)		(213,458	)		14.90
Transferred		—			(8,423	)		8,423			—			17.81
Forfeited/canceled		—			(13,047	)		(43,099	)		(56,146	)		16.29

Nonvested shares at December 31, 2015 ⁽¹⁾		35,364			468,969			521,780			1,026,113		$	21.17

Unrecognized stock-based compensation expense as of December 31, 2015 ⁽²⁾	$	543		$	8,698		$	11,180		$	20,421

Weighted average remaining vesting period (years) as of December 31, 2015		1.77			3.80			3.20			3.42

⁽¹⁾	Nonvested RSU’s will be settled through the issuance of new shares of common stock.

⁽²⁾	The total unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately 3.42 years.

Summary of Stock Option Activity - Pre-IPO

MMREIS’s stock option activity consisted of the following:


	Year Ended December 31, 2013
	Shares Under Options			Weighted- Average Exercise Price
Options outstanding at beginning of year:		750		$	28.86
Granted		—			—
Exercised		(750	)		28.86

Options outstanding at end of year		—		$	—

Summary of Restricted Common Stock Activity - Pre - IPO

MMREIS’s restricted common stock activity consisted of the following:


	Year Ended December 31, 2013
	Restricted Stock			Weighted Average Grant Date Fair Value
Restricted common stock outstanding at beginning of year:		27,999		$	23.67
Issued upon exercise of stock options		750			28.86
Exchange of common stock⁽¹⁾		(28,749	)		—

Restricted common stock outstanding at end of year		—		$	—

Restricted common stock vested at end of year		—
Restricted common stock unvested at end of year		—

⁽¹⁾	Exchanged for new Marcus & Millichap stock prior to the IPO. Refer to Note 9 – “Stockholders’ Equity” for additional information on the exchange of common stock.

Summary of SARs Activity - Pre - IPO

MMREIS’s SARs activity consisted of the following:


	Year Ended December 31, 2013
SARs outstanding at beginning of period:		28,733
Granted		—
Settled ⁽¹⁾		(28,733	)

SARs outstanding at end of period		—

SARs vested at end of period		—

⁽¹⁾	Prior to the IPO, outstanding SAR’s were settled by exchanging the SAR’s for DSU’s for 2,192,413 shares of the new Marcus & Millichap common stock and a fixed SAR’s liability amount. SeeAmendments to Restricted Stock and SARs below.

Stock-Based Compensation Expense

Components of stock-based compensation included in selling, general and administrative expense in the consolidated statements of net and comprehensive income consisted of the following (in thousands, except common stock price):


	Year Ended December 31,
	2015		2014		2013
Restricted stock and SARs (prior to IPO)	$	—	$	—	$	4,679
Stock based compensation in connection with IPO		—		—		30,886
Employee stock purchase plan		285		128		—
RSAs – non-employee directors		319		197		20
RSUs - employees		2,351		817		88
RSUs – independent contractors ⁽¹⁾		4,159		3,892		168

	$	7,114	$	5,034	$	35,841

Changes in Company's Common Stock Price During Reporting Period

Common stock price at beginning of period	$	33.25		$	14.90	$	—
Common stock price at end of period	$	29.14		$	33.25	$	14.90
(Decrease) increase in stock price	$	(4.11	)	$	18.35	$	n/a