8. EQUITY‑BASED COMPENSATION

Partnership Units

Prior to the Company’s restructuring and IPO, the business operated as a partnership and its ownership structure was comprised of common partners (principally outside investors) holding units and employees holding units. The common partners contributed capital to the partnership and were not subject to vesting. Units granted to Managing Directors upon joining the Company and as part of annual incentive compensation generally vested based on service over five to eight years. Certain non‑Managing Director employees were granted units as part of their incentive arrangements and these units generally vest based on service ratably over four years. In connection with the Company’s restructuring and IPO, substantially all of the Managing Director partner equity subject to vesting had been accelerated. Units granted to non‑Managing Director employees were not accelerated in connection with the Company’s restructuring and IPO and continue to vest based on the original terms of the grant.

In connection with the reorganization and IPO, Group LP issued Class A partnership units to Moelis & Company and to certain existing unit holders. Following the reorganization, a Group LP Class A partnership unit (not held by Moelis & Company or its subsidiaries) is exchangeable into one share of Moelis & Company Class A common stock and represents the Company’s noncontrolling interests. As of September 30, 2016, partners held 33,698,300 Group LP partnership units, 578,171 of which were unvested and will continue to vest over their service life.

In relation to the vesting of units, the Company recognized compensation expenses of $743 and $945 for the three months ended September 30, 2016 and 2015, respectively, and expenses of $2,376 and $2,857 for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, there was $3,974 of unrecognized compensation expense related to unvested Class A partnership units which is expected to be recognized over a weighted-average period of 1.7 years, using the graded vesting method.

2014 Omnibus Incentive Plan

In connection with the IPO, the Company adopted the Moelis & Company 2014 Omnibus Incentive Plan (the “Plan”) to provide additional incentives to selected officers, employees, Managing Directors, non‑employee directors, independent contractors, partners, senior advisors and consultants. The Plan provides for the issuance of incentive stock options (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses, other stock‑based awards and cash awards.

In the first quarter of 2015, the Board of Directors authorized the repurchase of up to $25 million of shares of Class A common stock of the Company and/or Class A partnership units of Group LP with no expiration date. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will be opportunistic and measured in nature and will depend on a variety of factors, including price and market conditions. As of September 30, 2016, approximately $20 million of shares remain that may yet be purchased under the program.

Restricted Stock and Restricted Stock Units (RSUs)

Pursuant to the Plan and in connection with the Company’s annual compensation process and ongoing hiring process, the Company issues RSUs which generally vest over a service life of four to five years. For the three months ended September 30, 2016 and 2015, the Company recognized expenses of $16,439 and $10,826 respectively, and expenses of $51,233 and $27,398 for the nine months ended September 30, 2016 and 2015, respectively, in relation to the vesting of RSUs.

The following table summarizes activity related to restricted stock and RSUs for the nine months ended September 30, 2016 and 2015.


	Restricted Stock & RSUs
	2016			2015
		Weighted Average			Weighted Average
	Number of	Grant Date		Number of	Grant Date
	Shares	Fair Value		Shares	Fair Value
Unvested Balance at January 1,	5,123,481	$	28.67	2,473,624	$	25.86
Granted	3,787,723		24.09	2,615,660		31.92
Forfeited	(74,739)		26.05	(36,903)		28.79
Vested	(586,953)		28.30	(92,717)		27.45
Unvested Balance at September 30,	8,249,512	$	26.81	4,959,664	$	28.93

As of September 30, 2016, the total compensation expense related to unvested restricted stock and RSUs not yet recognized was $103,327. The Company assumes a forfeiture rate of 3% annually based on expected turnover and periodically reassesses this rate. The weighted‑average period over which this compensation expense is expected to be recognized at September 30, 2016 is 2.0 years.

Stock Options

Pursuant to the Plan, the Company issued 3,501,881 stock options in 2014 which vest over a five‑year period. The Company estimated the fair value of stock option awards at grant using the Black‑Scholes valuation model with the following assumptions:


	Assumptions
Expected life (in years)		6
Weighted-average risk free interest rate		1.91	%
Expected volatility		35	%
Dividend yield		2.72	%
Weighted-average fair value at grant date	$	6.70

On November 24, 2014 and March 4, 2016 the Company paid special dividends of $1.00 and $0.80 per share, respectively. As required under Section 5 of the Company’s 2014 Omnibus Incentive Plan, the Compensation Committee of the Company’s Board of Directors equitably reduced the exercise price of the Company’s outstanding options to purchase common stock by $1.80 from $25.00 per share to $23.20 per share.

The following table summarizes activity related to stock options for the nine months ended September 30, 2016 and 2015.


	Stock Options Outstanding
	2016			2015
		Weighted-Average			Weighted-Average
	Number	Exercise Price		Number	Exercise Price
	Outstanding	Per Share		Outstanding	Per Share
Outstanding at January 1,	3,081,203	$	23.20	3,296,906	$	24.00
Grants	—		—	—		—
Exercises	—		—	—		—
Forfeiture or expirations	(208,975)		23.20	(174,727)		24.00
Outstanding at September 30,	2,872,228	$	23.20	3,122,179	$	24.00

For the three months ended September 30, 2016 and 2015, the Company recognized expenses of $426 and $1,048, respectively, and expenses of $2,704 and $3,082 for the nine months ended September 30, 2016 and 2015, respectively, in relation to these stock options. As of September 30, 2016, the total compensation expense related to unvested stock options not yet recognized was $6,954. The Company assumes a forfeiture rate of 3% annually based on expected turnover and periodically reassesses this rate. This compensation expense is expected to be recognized over a weighted‑average period of 2.1 years.