Stock-Based Compensation | Note 16. Stock‑Based Compensation The Company’s selling, general and administrative expenses for the fiscal years ended March 26, 2017, March 27, 2016, and March 29, 2015 includes $434,400, $729,000, and $1,161,300, respectively, of stock compensation expense. Provision for income taxes for the fiscal years ended March 26, 2017, March 27, 2016, and March 29, 2015 includes $181,900, $290,100, and $441,300, respectively, of income tax benefits related to our stock-based compensation arrangements. Stock compensation expense is primarily related to our Performance Stock Unit Program as described below. On July 26, 2016, subsequent to the end of the Company’s first quarter of fiscal 2016, the Company’s shareholders approved the Third Amended and Restated 1994 Stock and Incentive Plan (the Third 1994 Plan), which amended and restated the Company’s Second Amended and Restated 1994 Stock and Incentive Plan, as previously amended (the Second 1994 Plan), in its entirety. We sometimes refer to the Second 1994 Plan as amended by and together with the Third Plan, as the 1994 Plan. The material amendments to the 1994 Plan reflected by the Amended and Restated Third 1994 Plan are as follows: · Extension of Plan Term. The date through which awards may be granted was extended to July 21, 2021. Prior to this extension, the Second 1994 Plan was scheduled to expire on July 21, 2016. · Increase in Aggregate Share Limit. The Third 1994 Plan increases the number of shares available for awards by 650,000 shares. The 1994 Plan had previously limited the aggregate number of shares of the Company’s common stock that may have been delivered pursuant to all awards granted under the Second 1994 Plan to 3,553,125 shares. The Third 1994 Plan increases the number of shares available for awards to 4,203,125 shares. · Elimination of Liberal Share Recycling. The Third 1994 Plan, at Section 5(a)(iii), now prohibits liberal share recycling in respect of shares tendered by participants in payment of the exercise price for awards, or for payroll tax withholding obligations, and provides that such tendered shares shall not be available for purposes of the Third 1994 Plan. Although the 1994 Plan could have been construed to permit it, the Company has not historically included such tendered shares as shares available for awards under the 1994 Plan. As of March 26, 2017, 567,450 shares were available for issue in respect of future awards under the 1994 Plan. Subsequent to the Company’s 2017 fiscal year end, on May 10, 2017, based on fiscal year 2017 results, 162,500 shares related to Performance Stock Units (PSUs) were canceled, and as a result, these shares were made available for future grants. On May 10, 2017, additional PSUs and restricted stock awards were made providing recipients with the opportunity to earn up to an aggregate of 76,000 and 18,000 additional shares, respectively of the Company’s common stock. Also, on April 12, 2017, the Compensation Committee of the Board of Directors with concurrence of the full Board of Directors, granted stock options to select key employees to purchase an aggregate of 190,000 shares of the Company’s common stock. The disclosure below for stock options includes these grants. Accordingly, as of May 30, 2017, an aggregate of 445,950 shares were available for issue pursuant to future awards. No additional awards can be made under the 1994 Plan after July 21, 2021, without or unless made subject to shareholder approval of an extension of the plan term. Stock Options, restricted stock and PSU awards have historically been granted as awards under the 1994 Plan. Shares which are subject to outstanding PSU or other awards under the 1994 Plan, and which are not earned, are returned to the 1994 Plan and become available for future issuance in accordance with and otherwise subject to the terms of the 1994 Plan. Performance Stock Units: The Company’s equity-based compensation philosophy has been generally focused on granting performance-based and time-vested stock grants, although over the last two fiscal years stock option grants have also been made to senior management. Under a program established by the Board of Directors, Performance Stock Units (PSUs) have been granted under the 1994 Plan to selected employees. Each PSU entitles the participant to earn TESSCO common stock, but only after earnings per share and, for non-director employee participants, individual performance targets are met over a defined performance cycle. Performance cycles, which are fixed for each grant at the date of grant, are one year. Once earned, shares vest and are issued over a specified period of time determined at the time of the grant, provided that the participant remains employed by or associated with the Company at the time of share issuance. Earnings per share targets, which take into account the earnings impact of this program, are set by the Board of Directors in advance for the complete performance cycle at levels designed to grow shareholder value. If actual performance does not reach the minimum annual or threshold targets, no shares are issued. In accordance with ASC No. 718, the Company records compensation expense on its PSUs over the service period, based on the number of shares management estimates will ultimately be issued. Accordingly, the Company determines the periodic financial statement compensation expense based upon the stock price at the PSU grant date, net of the present value of dividends expected to be paid on TESSCO common stock before the PSU vests, management’s projections of future EPS performance over the performance cycle, and the resulting amount of estimated share issuances, net of estimated forfeitures. The Company’s estimated forfeiture rate is approximately 0% which is estimated primarily based on historical experience and expectations of future forfeitures. The following table summarizes the activity under the Company’s PSU program for fiscal years 2017, 2016 and 2015: 2017 2016 2015 Weighted Weighted Weighted Average Fair Average Fair Average Fair Shares Value at Grant Shares Value at Grant Shares Value at Grant Unvested shares available for issue under outstanding PSUs, beginning of period 138,925 $ 21.46 203,841 $ 20.65 317,127 $ 15.96 PSU’s Granted 207,000 10.77 103,000 22.15 91,000 29.28 PSU’s Vested (27,671) 19.40 (87,648) 13.88 (125,347) 14.44 PSU’s Forfeited/Cancelled (148,154) 18.72 (80,268) 28.57 (78,939) 21.61 Unvested shares available for issue under outstanding PSUs, end of period 170,100 $ 11.17 138,925 $ 21.46 203,841 $ 20.65 As of March 26, 2017, the applicable performance targets were not met in relation to fiscal year 2017 PSUs. Therefore, there was no unrecognized compensation cost, as of March 26, 2017 related to PSUs earned. Total fair value of shares vested during fiscal years 2017, 2016 and 2015 was $628,200, $2,543,000 and $4,364,500, respectively. Of the 148,154 PSUs canceled during fiscal year 2017, 103,000 related to the fiscal year 2016 grant of PSUs and were canceled in May 2016. The PSUs were canceled because the applicable fiscal year 2016 performance targets were not fully satisfied. The remaining 45,154 PSUs were forfeited due to employee departures during fiscal year 2017. Per the provisions of the 1994 Plan, the shares related to these forfeited and canceled PSUs were added back to the 1994 Plan and became available for future issuance. Of the PSUs outstanding at the end of fiscal year 2017 covering 170,100 non-vested shares, PSUs covering 162,500 shares were subsequently canceled in May 2017, based on fiscal year 2017 performance. These PSUs were canceled because fiscal year 2017 earnings per share did not fully reach the target performance set forth in the PSU award agreements. The remaining 7,600 shares covered by PSUs outstanding at the end of fiscal year 2017 were earned based on previous year performance, but were not yet vested as of March 26, 2017. Assuming the respective participants remain employed by, or affiliated with, these shares will vest on or about May 1 of 2018. Subsequent to the Company’s 2017 fiscal year end, on May 10, 2017, the Compensation Committee, with the concurrence of the full Board of Directors, granted additional PSUs to selected key employees, providing them with the opportunity to earn up to 76,000 additional shares of the Company’s common stock in the aggregate, depending upon whether certain threshold or goal earnings per share targets are met and individual performance metrics are satisfied in fiscal year 2018. These PSUs have only one measurement year (fiscal year 2018), with any shares earned at the end of fiscal year 2018 to vest 25% on or about each of May 1 of 2018, 2019, 2020 and 2021. Pursuant to the typical PSU award agreement, however, performance metrics are deemed met upon the occurrence of a change in control, and shares earned are issued earlier upon the occurrence of a change in control, or death or disability of the participant, or upon termination of the participant’s employment without cause or by the participant for good reason, as those terms are defined in the agreement. Restricted Stock/Restricted Stock Units: During the second quarter of fiscal year 2007, the Company granted 225,000 shares of the Company’s common stock to its Chairman and Chief Executive Officer as a restricted stock award under the 1994 Plan. These shares vested ratably over ten fiscal years based on service, beginning on the last day of fiscal year 2007 and ending on the last day of fiscal year 2016. The weighted average fair value for these shares at the grant date was $10.56. On March 27, 2016, 22,500 shares of restricted stock were released and vested. As of March 26, 2017, there were no remaining unvested shares related to restricted stock. On May 8, 2014, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 10,000 RSU awards to non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards have vested or will vest, and shares have been or will be issued, 25% on or about each of May 1 of 2015, 2016, 2017 and 2018, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. As of March 26, 2017, there was approximately $0.1 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately one years. On May 11, 2015, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 10,000 RSU awards to non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards have vested or will vest, and shares have been or will be issued 25% on or about each of May 1 of 2016, 2017, 2018 and 2019, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. As of March 26, 2017, there was approximately $0.1 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately two years. On May 11, 2016, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 10,000 RSU awards to non-employee directors of the Company. These awards provide for the issuance of the shares of the Company’s common stock in accordance with a vesting schedule. These awards have vested or will vest, and shares have been or will be issued 25% on or about each of May 1 of 2017, 2018, 2019 and 2020, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. As of March 26, 2017, there was approximately $0.1 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately three years. Subsequent to the Company’s 2017 fiscal year end, on May 10, 2017, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 18,000 RSU awards to non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards will vest and shares will be issued 25% on or about each of May 1 of 2017, 2018, 2019 and 2020, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. Compensation expense on restricted stock is measured using the grant date price, net of the present value of dividends expected to be paid on TESSCO common stock before the RSU award vests. Stock Options: The grant date value of the Company’s stock options has been determined using the Black-Scholes-Merton pricing model, based upon facts and assumptions existing at the date of grant. Stock options granted have exercise prices equal to the market price of the Company’s stock on the grant date. The stock options vest 25% after one year and then 1/36 per month for the following three years. During fiscal 2017, stock options for 90,000 shares were forfeited due to employee departure during fiscal year 2017. The value of each option at the date of grant is amortized as compensation expense over the service period. This occurs without regard to subsequent changes in stock price, volatility or interest rates over time, provided the option remains outstanding. The following tables summarize the pertinent information for outstanding options. 2017 2016 Weighted Weighted Average Fair Average Fair Shares Value at Grant Shares Value at Grant Unvested shares available for issue under outstanding options, beginning of period 100,000 $ 3.43 — — Options Granted 410,000 1.85 100,000 — Options Vested (25,000) 3.55 — — Option’s Forfeited/Cancelled (90,000) 2.64 — — Unvested shares available for issue under outstanding Options, end of period 395,000 $ 1.96 100,000 $ — March 26, 2017 Grant Year Options Granted Option Exercise Price Options Outstanding Options Exercisable 410,000 $ 12.57 360,000 - 100,000 $ 22.42 60,000 25,000 Total 420,000 25,000 Grant Year Expected Stock Price Volatility Risk-Free Interest rate Expected Dividend Yield Average Expected Term Resulting Black Scholes Value 2017 % % % 4.0 $ 1.85 2016 % % % 4.0 $ 3.43 As of March 26, 2017, there was approximately $0.7 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately three years. No options were exercised during fiscal 2017, 2016, or 2015. Team Member Stock Purchase Plan: The Company has a Team Member Stock Purchase Plan that permits eligible employees to purchase up to an aggregate of 450,000 shares of the Company's common stock at 85% of the lower of the market price on the first day of a six-month period or the market price on the last day of that same six-month period. Expenses incurred for the Team Member Stock Purchase Plan during the fiscal years ended March 26, 2017, March 27, 2016, and March 29, 2015 were $137,800, $48,900, and $67,300, respectively. During the fiscal years ended March 26, 2017, March 27, 2016, and March 29, 2015, 12,901, 9,113, and 8,547 shares were sold to employees under this plan, having a weighted average market value of $10.68, $16.86, and $22.93, respectively. |