Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation (Notes)

v3.6.0.2
Stock-Based Compensation (Notes)
 9 Months Ended
Dec. 31, 2016
Share-based Compensation [Abstract]  
Stock-Based Compensation
Stock-Based Compensation
The Westell Technologies, Inc. 2015 Omnibus Incentive Compensation Plan (the 2015 Plan) was approved at the annual meeting of stockholders on September 16, 2015. The 2015 Plan replaced the Westell Technologies, Inc. 2004 Stock Incentive Plan (the 2004 Plan). If any award granted under the 2015 Plan or the 2004 Plan is canceled, terminates, expires, or lapses for any reason, any Shares subject to such award shall again be available for the grant of an award under the 2015 Plan. Shares subject to an award shall not again be made available for issuance under the Plan if such Shares are: (a) shares delivered to or withheld by the Company to pay the grant or purchase price of an award, or (b) shares delivered to or withheld by the Company to pay the withholding taxes related to an award. The stock options, restricted stock awards, and restricted stock units (RSUs) awarded under the 2015 Plan vest in equal annual installments over 3 years for employees and 1 year for independent directors. The stock options, restricted stock awards, and RSUs awarded under the 2004 Plan vest in equal annual installments over 4 years. Performance stock units (PSUs) earned vest over the performance period, as described below. Certain awards provide for accelerated vesting if there is a change in control (as defined in the 2015 Plan), or when provided within individual employment contracts. The Company recorded incremental stock-based compensation expense of approximately $0.4 million during the nine months ended December 31, 2016, as a result of accelerated vesting. The Company accounts for forfeitures as they occur. The Company issues new shares for stock awards under the 2015 Plan.
The following table is a summary of total stock-based compensation expense resulting from stock options, restricted stock, RSUs and PSUs, during the three and nine months ended December 31, 2016, and 2015: 
 
Three months ended December 31,
 
Nine months ended December 31,
(in thousands)
2016
 
2015
 
2016
 
2015
Stock-based compensation expense
$
253

 
$
264

 
$
1,346

 
$
974

Income tax benefit
—

 
—

 
—

 
—

Total stock-based compensation expense, after taxes
$
253

 
$
264

 
$
1,346

 
$
974


Stock Options
Stock option activity for the nine months ended December 31, 2016, is as follows:
 
Shares
 
Weighted-Average
Exercise Price Per
Share
 
Weighted-Average
Remaining
Contractual Term
(in years)
 
Aggregate
Intrinsic Value (1) (in
thousands)
Outstanding on March 31, 2016
1,847,500

 
$
1.42

 
5.6
 
$
9

Granted
1,512,250

 
1.06

 

 

Exercised
—

 
—

 

 

Forfeited
(1,379,375
)
 
1.19

 

 

Expired
(513,792
)
 
1.51

 

 

Outstanding on December 31, 2016
1,466,583

 
$
1.23

 
5.7
 
$
27

 
(1) 
The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the Westell Technologies’ closing stock price as of the respective reporting date.
The weighted-average grant date fair value of stock options granted during the nine months ended December 31, 2016, was $0.42 per share.
Restricted Stock
The following table sets forth restricted stock activity for the nine months ended December 31, 2016: 
 
Shares
 
Weighted-Average
Grant Date Fair
Value
Non-vested as of March 31, 2016
217,500

 
$
2.07

Granted
60,000

 
0.50

Vested
(177,500
)
 
1.86

Forfeited
—

 
—

Non-vested as of December 31, 2016
100,000

 
$
1.50

RSUs
The following table sets forth the RSU activity for the nine months ended December 31, 2016: 
 
Shares
 
Weighted-Average
Grant Date Fair
Value
Non-vested as of March 31, 2016
1,843,375

 
$
1.59

Granted
1,739,750

 
1.01

Vested
(650,622
)
 
1.62

Forfeited
(1,489,125
)
 
1.29

Non-vested as of December 31, 2016
1,443,378

 
$
1.20

PSUs
During the third quarter of fiscal year 2017, 225,000 and 262,324 PSUs were granted to the Interim Chief Executive Officer (CEO) and other key employees, respectively. The PSUs granted to the CEO contained vesting criteria based upon achievement of certain performance goals (either by reducing quarterly operating expenses in the third or fourth quarter to a certain level or achieving profitability in the third or fourth quarter on a non-GAAP basis) tied to the cost savings plan approved by the Board and the PSUs granted to employees had similar targets but required meeting such performance targets  in both the third and fourth quarters. In the fourth quarter, the Compensation Committee after reviewing the financial results for the third quarter determined that all 225,000 PSUs issued to the CEO met the performance standard and will vest. The PSUs granted to key employees have a continued employment provision in addition to the achievement of certain performance goals tied to the cost savings plan approved by the Board and after meeting the performance standards will vest 1 year from the grant date. Upon vesting, the PSUs convert into shares of Class A Common Stock of the Company on a one-for-one basis.
For PSUs granted prior to fiscal year 2017, the PSUs vest in annual increments based on the achievement of pre-established Company performance goals and continued employment. The number of PSUs earned, if any, can range from 0% to 200% of the target amount, depending on actual performance for four fiscal years following the grant date. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis.
The following table sets forth the PSU activity for the nine months ended December 31, 2016: 
 
Shares
 
Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2016 (at target)
64,075

 
$
3.29

Granted, at target
487,324

 
0.48

Vested
(11,713
)
 
2.53

Forfeited
(10,472
)
 
3.43

Non-vested as of December 31, 2016 (at target) (1)
529,214

 
$
0.72

(1) includes the 225,000 PSUs earned in the 3Q17 and issued in the 4Q17