Share-Based Awards | 15. Share-Based Awards Employee Stock Option and Incentive Plans In October 2005, our shareholders approved a stock option and incentive plan (the “2005 Plan”) under which 4,800,000 shares of common stock were reserved for the issuance of awards, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares, performance units (including performance options) and other share-based awards. The 2005 Plan provides that our employees and directors may, at the discretion of the Board or a duly designated compensation committee, be granted certain share-based awards. In the case of option awards granted under the 2005 Plan, the exercise price of each option is determined based on the date of grant and expire no later than 10 years from the date of grant. Awards granted pursuant to the 2005 Plan are subject to the vesting schedule or performance metrics set forth in the agreements pursuant to which they are granted. Upon a change of control of our Company, as such term is defined in the 2005 Plan, awards under the 2005 Plan will fully vest under certain circumstances. The 2005 Plan expired on May 25, 2015. As of March 31, 2021, there were 142,220 outstanding options under the 2005 Plan. In August 2015, our shareholders approved a stock option and incentive plan (the “2015 Plan”) under which 11,500,000 shares of common stock were reserved for the issuance of awards, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards, performance stock awards and other share-based awards. In August 2017, our shareholders approved an amendment to the 2015 Equity, (the “Amended 2015 Plan”), to, among other items, increase the number of shares of common stock reserved for issuance thereunder by 6,000,000, which was further amended in August 2019 as approved by our shareholders, to, among other items, increase the number of shares of common stock reserved for issuance thereunder by an additional 3,575,000. The Amended 2015 Plan provides that our employees and directors may, at the discretion of the Board or a duly designated compensation committee, be granted certain share-based awards. In the case of option awards granted under the Amended 2015 Plan, the exercise price of each option is determined based on the date of grant and expire no later than 10 years from the date of grant. Awards granted pursuant to the Amended 2015 Plan are subject to the vesting schedule or performance metrics set forth in the agreements pursuant to which they are granted. Upon a change of control of our Company, as such term is defined in the Amended 2015 Plan, awards under the Amended 2015 Plan will fully vest under certain circumstances. As of March 31, 2021, there were 2,648,864 outstanding options, 2,263,569 outstanding shares of restricted stock awards, certain outstanding performance stock unit awards as described further below, and 1,538,544 shares available for future grant under the Amended 2015 Plan. The following table summarizes the stock option transactions during the years ended March 31, 2021, 2020, and 2019: Weighted- Weighted- Average Average Aggregate Exercise Remaining Intrinsic Number of Price Contractual Value Shares per Share Life (years) (in thousands) Outstanding, March 31, 2018 3,670,170 $ 15.51 6.2 $ 766 Granted 326,130 16.40 6.8 Exercised (375,645 ) 15.49 4.7 1,589 Forfeited/Canceled (451,730 ) 18.00 4.9 Expired (2,400 ) 28.15 Outstanding, March 31, 2019 3,166,525 $ 15.36 5.5 $ 7,040 Exercised (55,325 ) 15.87 4.3 138 Forfeited/Canceled (75,450 ) 23.38 1.5 Expired (34,400 ) 43.04 Outstanding, March 31, 2020 3,001,350 $ 14.83 4.7 $ — Exercised (116,916 ) 16.21 3.3 303 Forfeited/Canceled (47,350 ) 18.58 3.7 Expired (46,000 ) 29.17 Outstanding, March 31, 2021 2,791,084 $ 14.47 3.7 $ 10,303 Vested and expected to vest, March 31, 2021 2,715,933 $ 14.45 3.7 $ 10,075 Exercisable, March 31, 2021 2,331,745 $ 14.33 3.6 $ 8,910 Share-based compensation expense related to stock options was $2,536, $3,826, and $3,936 for the years ended March 31, 2021, 2020, and 2019, respectively. There were no stock options granted during the years ended March 31, 2021 and 2020. During the year ended March 31, 2019, we granted total stock options of 326,130, to purchase shares of common stock under the Amended 2015 Plan at an exercise price equal to the market price of our common stock on the date of grant, as summarized below. Option Grant Date Number of Shares Exercise Price Vesting Terms (1) Expiration May 30, 2018 241,130 $ 16.83 Four Years June 1, 2026 August 3, 2018 60,000 $ 21.27 Four Years August 3, 2026 November 2, 2018 25,000 $ 15.09 Four Years November 2, 2026 Fiscal year 2019 grants 326,130 (1) Unless otherwise indicated, options vest in equal annual installments on each grant anniversary date commencing one year following the date of grant We utilized the Black-Scholes valuation model for estimating the fair value of share-based compensation with the following assumptions: Year Ended March 31, 2019 Expected term 6.1 - 6.3 years Expected volatility 34.6% - 36.8% Expected dividends 0.0% Risk-free rate 2.8% - 3.1% The weighted-average grant date fair value of stock options granted during the year ended March 31, 2019 was $7.18 per share. Non-vested stock option award activity during the years ended March 31, 2021, 2020, and 2019 is summarized as follows: Weighted- Average Grant-Date Number of Fair Value Shares per Share Outstanding, March 31, 2018 2,657,005 $ 5.18 Granted 326,130 7.18 Vested (778,900 ) 5.12 Forfeited/Canceled (358,380 ) 5.36 Outstanding, March 31, 2019 1,845,855 $ 5.52 Vested (745,033 ) 5.29 Forfeited/Canceled (9,150 ) 6.42 Outstanding, March 31, 2020 1,091,672 $ 5.67 Vested (605,433 ) 5.40 Forfeited/Canceled (26,900 ) 6.80 Outstanding, March 31, 2021 459,339 $ 5.96 As of March 31, 2021, $1,473 of total unrecognized compensation costs related to stock options is expected to be recognized over a weighted-average period of 0.7 years. This amount does not include the cost of new options that may be granted in future periods or any changes in our forfeiture percentage. The total fair value of options vested during the years ended March 31, 2021, 2020, and 2019 was $3,272, $3,940, and $3,985, respectively. Restricted Stock Awards Restricted stock awards activity during the years ended March 31, 2021, 2020, and 2019 is summarized as follows: Weighted- Average Grant-Date Number of Fair Value Shares per Share Outstanding, March 31, 2018 1,820,910 $ 14.52 Granted 885,845 18.14 Vested (642,695 ) 14.63 Canceled (348,102 ) 14.79 Outstanding, March 31, 2019 1,715,958 $ 16.29 Granted 1,529,831 16.93 Vested (764,290 ) 16.05 Canceled (168,719 ) 17.06 Outstanding, March 31, 2020 2,312,780 $ 16.74 Granted 1,222,863 12.04 Vested (1,053,792 ) 16.22 Canceled (218,282 ) 15.30 Outstanding, March 31, 2021 2,263,569 $ 14.58 Share-based compensation expense related to restricted stock awards was $16,371, $14,706, and $10,875 for the years ended March 31, 2021, 2020, and 2019, respectively. The weighted-average grant date fair value for the restricted stock awards was estimated using the market price of the common stock on the date of grant. The fair value of the restricted stock awards is amortized on a straight-line basis over the vesting period, which is generally between one to three years. As of March 31, 2021, $23,277 of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of 1.8 years. This amount does not include the cost of new restricted stock awards that may be granted in future periods. Performance Stock Units and Awards On December 29, 2016, the Compensation Committee of the Board granted 123,082 performance stock awards to certain executive officers, of which no shares are currently outstanding. The performance stock awards vested in four equal increments on each of the first four anniversaries of the grant date, subject in each case to the executive officer’s continued service and achievement of certain Company performance goals, including strong stock price performance. Share-based compensation expense related to the performance stock awards was $184 for the year ended March 31, 2021. On October 23, 2018, the Compensation Committee of the Board approved 248,140 performance stock unit awards to be granted to certain executives and non-executive members of the executive leadership team, which vest only in the event certain performance goals are achieved and with continuous service through the date the goals are certified. Approximately 34% of the performance stock units are tied to our cumulative 3-year total shareholder return, 33% are tied to our fiscal year 2021 revenue, and 33% are tied to our fiscal year 2021 adjusted earnings per share goals, each as specifically defined in the equity award agreements. The number of shares to be issued may vary between 50% and 200% of the number of performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved. The weighted-average grant date fair value of the awards was $17.84 per share, which was estimated using a Monte Carlo-based valuation model for the awards based on total shareholder return and using a probability-adjusted achievement rate combined with the market price of the common stock on the date of grant for the awards based on revenue and earnings per share targets. Share-based compensation expense related to the performance stock unit awards was $458, $123 and $534 for the years ended March 31, 2021, 2020 and 2019, respectively. On December 26, 2019 and January 27, 2020, the Compensation Committee of the Board approved a total of 279,587 performance stock unit awards to be granted to certain executives and non-executive members of the executive leadership team, which vest only in the event certain performance goals are achieved and with continuous service through the date the goals are certified. Approximately 80% of the performance stock units are tied to the Company’s fiscal year 2021 revenue goal and 20% are tied to the Company’s fiscal year 2022 revenue goal. Performance stock unit awards funded for fiscal year 2021 and fiscal year 2022 revenue performance will be modified for cumulative 3-year total shareholder return (“TSR”) on the three-year On October 26, 2020, the Compensation Committee of the Board approved 408,861 performance stock unit awards to be granted to certain executives and non-executive members of the executive leadership team, which vest only in the event certain performance goals are achieved and with continuous service through the date the goals are certified. Approximately 80% of the performance stock units are tied to the Company’s fiscal year 2022 revenue goal and 20% are tied to the Company’s fiscal year 2023 revenue goal. Performance stock unit awards funded for fiscal year 2022 and fiscal year 2023 revenue performance will be modified for cumulative 3-year TSR on the three-year which was estimated using a Monte Carlo-based valuation model for the awards based on total shareholder return and using a probability adjusted achievement rate combined with the market price of the common stock on the date of grant for the awards based on revenue targets. Share-based compensation expense related to the performance stock unit awards was $1,187 for the year ended March 31, 2021. As of March 31, 2021, $9,896 of total estimated unrecognized compensation costs related to performance stock units and awards is expected to be recognized over a weighted-average period of 2.3 years. This amount does not include the cost of new performance stock units and awards that may be granted in future periods. Employee Share Purchase Plan On August 11, 2014, our shareholders approved an Employee Share Purchase Plan (the “Purchase Plan”) under which 4,000,000 shares of common stock were reserved for future grant. The Purchase Plan allows eligible employees to purchase shares through payroll deductions of up to 15% of total base salary at a price equal to 90% of the lower of the fair market values of the shares as of the beginning or the end of the corresponding offering period. Any shares purchased under the Purchase Plan are subject to a six-month holding period. Employees are limited to purchasing no more than 1,500 shares on any single purchase date and no more than $25,000 in total fair market value of shares during any one calendar year. As of March 31, 2021, we have issued 748,828 shares under the Purchase Plan and 3,251,172 shares are available for future issuance. Share-based compensation expense recorded for the employee share purchase plan was $519, $484, and $481 for the years ended March 31, 2021, 2020, and 2019, respectively. |