Stock-Based Compensation | Note 15. Stock-Based Compensation The Company’s selling, general and administrative expenses for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019 includes $1,211,000, $1,174,600, and $1,244,000, respectively, of stock compensation expense. Provision for income taxes for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019 includes $255,600, $386,100, and $307,300, respectively, of income tax benefits related to our stock-based compensation arrangements. Stock compensation expense is primarily related to our Performance Stock Units (PSUs), Restricted Stock Units (RSUs) and Stock Options, granted or outstanding under the Company’s Third Amended and Restated Stock and Incentive Plan (the “1994 Plan”) and 2019 Stock and Incentive Plan (the “2019 Plan” and together with the 1994 Plan, the “Plans), which was approved at the Annual Meeting of Shareholders held on July 25, 2019. No additional awards may be granted under the 1994 Plan, although awards outstanding under the 1994 Plan remain outstanding and governed by its terms. As of March 28, 2021, 528,709 shares were available for issue in respect of future awards under the 2019 Plan. Subsequent to the Company’s 2021 fiscal year end, on May 15, 2021, 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 187,500 shares of the Company’s common stock. In addition, as further discussed below, RSU awards for 12,000 shares and restricted stock awards for 22,252 shares were made on April 29, 2021, entitling the recipients to receive up to 34,252 shares of common stock in the aggregate, depending upon vesting. Accordingly, as of June 2, 2021, and after accounting for shares added back to the 2019 Plan in the interim, an aggregate of 303,279 shares were available for future awards under the 2019 Plan. Performance Stock Units: 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 period, and the resulting amount of estimated share issuances. As discussed in Note 2 above, the The following table summarizes the activity under the Company’s PSU program for fiscal years 2021, 2020 and 2019: 2021 2020 2019 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 68,355 $ 15.00 98,306 $ 14.55 67,000 $ 12.65 PSUs Granted — — 51,616 15.93 71,000 15.58 PSUs Vested (21,690) 14.21 (29,036) 14.09 (14,257) 12.66 PSUs Forfeited/Cancelled (33,113) 15.69 (52,532) 9.82 (25,437) 13.46 Unvested shares available for issue under outstanding PSUs, end of period 13,552 $ 14.57 68,355 $ 15.00 98,306 $ 14.55 As of March 28, 2021, there was $16,943 unrecognized compensation cost, related to PSUs earned. Total fair value of shares vested during fiscal years 2021, 2020 and 2019 was $103,300, $780,400 and $460,800, respectively. The PSUs canceled during fiscal year 2021 primarily related to the fiscal year 2020 grant of PSUs which had a one-year measurement period (fiscal 2020) and employee departures. The PSUs were canceled because the minimum applicable fiscal 2020 performance targets were not fully satisfied. Per the provisions of the 2019 Plan, the shares related to these forfeited and canceled PSUs were added back to the 2019 Plan and became available for future issuance under the 2019 Plan. The remaining 13,552 shares covered by PSUs outstanding at the end of fiscal year 2021 were earned based on fiscal year 2019 and 2018 performance, but were not yet vested as of March 28, 2021. Assuming the respective participants remain employed by, or affiliated with the Company, these shares will vest on or about May 1 of 2021 and 2022 as follows: Number of Shares Fiscal Year 2022 9,023 Fiscal Year 2023 4,529 13,552 Subsequent to the Company’s 2021 fiscal year end, on May 26, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 96,603 PSU awards to certain employees of the Company. These awards will be earned based on achievement of pre-defined EBITDA targets for the Company’s continuing operations and if earned, provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards, if earned, will vest and shares will be issued June 1, 2022 provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on that date. Restricted Stock/Restricted Stock Units: 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 2019, 2020, 2021 and 2022, 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 28, 2021, there was less than $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 10, 2019, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 21,000 RSU, ratably to the then six non-employee directors, including the then Chairman of the Board of the Company. These RSU awards provide for the issuance of shares of the Company’s common stock in four equal installments beginning on May 10, 2020 and continuing on the same date in 2021, 2022 and 2023, provided that the director remains associated with the Company on each such date (or meets other criteria as prescribed in the applicable award agreement). As of March 28, 2021, there was less than $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 15, 2020, July 24, 2020 and November 12, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 30,000 RSU awards to the then non-employee directors of the Company. These RSU awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards provide for vesting and that shares will be issued 25% on or about each of May 1 of 2021, 2022, 2023 and 2024, 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 28, 2021, 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 . In addition, and also on May 15, 2020 and July 24, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 72,202 shares of restricted stock to non-employee directors of the Company in lieu of their annual cash retainer for fiscal 2021. The amount of shares issued was the cash equivalent of the required retainers on the approval date. These awards provide for the issuance of shares of the Company’s common stock subject to a risk of forfeiture that will lapse in whole or in part in July 2021, generally depending on the length of continued service of the recipient on the Board for fiscal 2021. Dividends accruing in respect of the shares of restricted stock, if any, will accrue but will not be paid until July 1, 2021 and only in respect of those shares for which the risk of forfeiture has then lapsed. At March 28, 2021, 56,805 of these shares were expected to vest. Changes in the composition of the Board during fiscal year 2021, in connection with or occurring during the term of a consent solicitation initiated by certain of our stockholders during the year resulted in the accelerated vesting of 30,000 of the current and prior year RSUs discussed in the previous two paragraphs and the issuance of a corresponding number of shares of Common Stock to departing directors. Subsequent to the Company’s 2021 fiscal year end, on April 29, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 12,000 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 April 29 of 2022, 2023, 2024 and 2025, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. Also subsequent to the Company’s 2021 fiscal year end, on May 25, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 24,761 RSU awards to non-employee directors of the Company. These awards were awarded in lieu of the directors’ receiving estimated cash payments that would otherwise be received for attendance at Board and Committee meetings during fiscal 2022 and provide for the vesting and issuance of shares of the Company’s common stock to the non-employee director on May 25, 2022, provided that the director remains associated with the Company (or meets service and other criteria as prescribed in the agreement) on that date. In addition, and also on April 29, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 22,252 shares of restricted stock to non-employee directors of the Company in lieu of their annual cash retainer for fiscal 2022. The amount of shares issued was the cash equivalent of the required retainers on the approval date. These awards provide for the issuance of shares of the Company’s common stock subject to a risk of forfeiture that will lapse in whole or in part on July 1, 2022, generally depending on the length of continued service of the recipient on the Board for fiscal 2022. Dividends accruing in respect of the shares of restricted stock, if any, will accrue but will not be paid until July 1, 2022 and only in respect of those shares for which the risk of forfeiture has then lapsed. PSUs, RSUs and restricted stock awards are expensed based on the grant date fair value, calculated as the closing price of Tessco common stock as reported by Nasdaq on the date of grant minus, in the case of PSUs and RSUs, the present value of dividends expected to be paid on the common stock before the award vests, because dividends or dividend-equivalent amounts do not accrue and are not paid on unvested PSUs and RSUs. The Company accounts for forfeitures as they occur rather than estimate expected forfeitures. To the extent that forfeitures occur, stock-based compensation related to the restricted awards may be different from the Company’s expectations. 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 2021, stock options for 177,042 shares were forfeited due to employee departures. The weighted-average remaining contractual term of options exercisable as of March 28, 2021 was 2.8 years. 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. 2021 2020 Weighted Weighted Average Fair Average Fair Shares Value at Grant Shares Value at Grant Unvested options, beginning of period 465,374 $ 2.38 281,292 2.39 Options Granted 240,000 2.05 405,000 2.53 Options Forfeited/Cancelled (127,625) 3.13 (81,376) 3.23 Options Vested (194,079) 3.28 (139,542) 2.32 Unvested options, end of period 383,670 1.47 465,374 2.38 March 28, 2021 Grant Fiscal Year Options Granted Option Exercise Price Options Outstanding Options Exercisable 2021 240,000 $ 4.70 165,000 - 2020 405,000 $ 13.54 341,000 138,788 2019 66,500 $ 16.31 35,000 23,749 2018 230,000 $ 15.12 80,000 74,791 2017 410,000 $ 12.57 263,958 263,961 2016 100,000 $ 22.42 40,000 40,000 Total 924,958 541,288 Grant Fiscal Year Expected Stock Price Volatility Risk-Free Interest Rate Expected Dividend Yield Average Expected Term Resulting Black Scholes Value 2021 46.82 % 1.17 % 0.00 % 4.0 $ 2.05 2020 35.88 % 2.00 % 5.82 % 4.0 $ 2.53 2019 35.59 % 3.11 % 4.99 % 4.0 $ 3.38 As of March 28, 2021, there was approximately $0.8 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 . Total value of options exercised during fiscal 2020 was $681,100 . 48,125 shares were exercised, and the weighted average exercise price of these shares was $14.15 . No options were exercised during fiscal 2021 or 2019. On April 30, 2020, May 15, 2020, August 19, 2020 and February 8, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 165,000 stock options to select key employees. The grant date value of these 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 . On May 15, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 65,000 performance-based stock options to select key employees. The grant date value of these 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. If certain performance-based milestones are met and the employee remains employed by the Company, the stock options vest 25% after one year and then 1/36 per month for the following three years . Subsequent to the Company’s 2021 fiscal year end, on April 29, 2021, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 187,500 stock options to select key employees. The grant date value of these 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 . 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 28, 2021, March 29, 2020, and March 31, 2019 were $61,500 , $78,400 , and $82,600 , respectively. During the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019, 40,493 , 34,829 , and 19,183 shares were sold to employees under this plan, having a weighted average market value of $4.92 , $7.51 , and $14.54 , respectively. |