Share-based Compensation | 9. Share-based Compensation We may grant incentive stock options, non-qualified stock options, SSARs, restricted shares, and performance shares under our shareholder-approved 2020 Equity Incentive Plan ("2020 Plan") for up to 2.25 million common shares, plus 868,864 common shares, the number of shares that were remaining for grant under the 2016 Stock Incentive Plan ("2016 Plan") as of the effective date of the 2020 Plan, plus the number of shares remaining for grant under the 2016 Plan that are forfeited, settled in cash, canceled or expired. The aggregate number of shares that may be granted under the 2020 Plan is 3.1 million. We may distribute authorized but unissued shares or treasury shares to satisfy share option and SSAR exercises or restricted share and performance share grants. The fair value of restricted share and performance share grants is based on the closing price of our common shares on the grant date. For stock option and SSAR grants subject to a service condition, we estimate the fair value on the grant date using the Black-Scholes-Merton option pricing model with inputs including the closing market price at grant date, exercise price and assumptions regarding the risk-free interest rate, expected volatility of our common shares based on historical volatility, and expected term as estimated using the simplified method. We record compensation expense for restricted shares and SSAR grants subject to a service condition utilizing the graded vesting method. For SSAR grants subject to a market condition, we estimate the fair value on the grant date through a lattice option pricing model that utilizes a Monte Carlo analysis with inputs including the closing market price at grant date, exercise price, share price threshold, remaining contractual term and assumptions regarding the risk-free interest rate, suboptimal exercise factor, and expected volatility of our common shares based on historical volatility. We record compensation expense for SSAR grants subject to a market condition over the derived service period, which is an output of the lattice option pricing model. The following table summarizes the share-based compensation expense for SSARs, restricted and performance grants included in the condensed consolidated statements of operations: Three Months Ended September 30, Six Months Ended September 30, (In thousands) 2021 2020 2021 2020 Product development $ 1,751 $ 239 $ 3,816 $ 411 Sales and marketing 335 34 666 70 General and administrative 1,256 983 2,481 2,201 Total share-based compensation expense $ 3,342 $ 1,256 $ 6,963 $ 2,682 Stock-Settled Appreciation Rights SSARs are rights granted to an employee to receive value equal to the difference between the price of our common shares on the date of exercise and the exercise price. The value is settled in common shares of Agilysys, Inc. The following table summarizes the activity during the six months ended September 30, 2021 for SSARs awarded under the 2020 and 2016 Plans: Number of Rights Weighted-Average Exercise Price Remaining Contractual Term Aggregate Intrinsic Value (per right) (in years) (in thousands) Outstanding at April 1, 2021 3,068,253 $ 20.90 Exercised (791,549 ) 12.47 Forfeited (44,736 ) 20.02 Expired (246 ) 14.22 Outstanding at September 30, 2021 2,231,722 $ 23.90 5.2 $ 63,509 Exercisable at September 30, 2021 1,234,892 $ 22.85 4.9 $ 36,448 Vested and expected to vest at September 30, 2021 2,231,722 $ 23.90 5.2 $ 63,509 As of September 30, 2021, total unrecognized share-based compensation expense related to non-vested service condition SSARs was $8.9 million, which is expected to be recognized over a weighted-average vesting period of 1.5 years. As of September 30, 2021, there was no unrecognized share-based compensation expense related to non-vested market condition SSARs. Restricted Shares We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. The following table summarizes the activity during the six months ended September 30, 2021 for restricted shares awarded under the 2020 and 2016 Plans: Number of Shares Weighted-Average Grant-Date Fair Value (per share) Outstanding at April 1, 2021 132,198 $ 37.67 Granted 11,249 52.77 Vested (216 ) 53.32 Forfeited (3,899 ) 27.25 Outstanding at September 30, 2021 139,332 $ 39.14 The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of our common shares on the grant date. As of September 30, 2021, total unrecognized share-based compensation expense related to Subsequent to September 30, 2021, we granted approximately 29,000 shares with a grant date fair value of $1.6 million, the vesting of which is service-based, and approximately 45,000 shares with a grant date fair value of $1.8 million, the vesting of which is service-based with a market condition. Performance Shares Upon approval of the Compensation Committee of our Board of Directors, after achieving the performance conditions associated with our annual bonus plan, we granted 3,403 common shares to our Chief Executive Officer in May 2021 that vested immediately for a total value of $0.2 million. |