Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation (Tables)

Stock-Based Compensation (Tables)

9 Months Ended

Dec. 31, 2016

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 option activity

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

Restricted stock activity

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