Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation (Notes)

Stock-Based Compensation (Notes)

3 Months Ended

Jun. 30, 2018

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 generally 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. 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 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 months ended June 30, 2018, and 2017:



	Three months ended June 30,
(in thousands)	2018		2017
Stock-based compensation expense	$	291	$	330
Income tax benefit	—		—
Total stock-based compensation expense, after taxes	$	291	$	330

Stock Options

Stock option activity for the three months ended June 30, 2018, 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, 2018	197,936		$	4.87	4.4	$	56
Granted	100,000		3.14
Exercised	—		—
Forfeited	(1,251	)	4.66
Expired	(499	)	4.82
Outstanding on June 30, 2018	296,186		$	4.29	5.1	$	31


⁽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

The following table sets forth restricted stock activity for the three months ended June 30, 2018:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2018	62,761		$	3.35
Granted	—		—
Vested	(1,875	)	15.30
Forfeited	—		—
Non-vested as of June 30, 2018	60,886		$	2.98

RSUs

The following table sets forth the RSU activity for the three months ended June 30, 2018:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2018	518,450		$	3.03
Granted	331,500		3.20
Vested	(152,672	)	3.30
Forfeited	(32,085	)	2.81
Non-vested as of June 30, 2018	665,193		$	3.07

PSUs

PSUs will be earned based upon achievement of performance goals tied to growing revenue and non-GAAP profitability targets for the first, second, third, and fourth quarters of fiscal year 2019 and towards the annual fiscal year 2019 objective. Upon vesting, the PSUs convert into shares of Class A Common Stock of the Company on a one-for-one basis.

The following table sets forth the PSU activity for the three months ended June 30, 2018:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2018 (at target)	—		$	—
Granted, at target	50,000		3.14
Vested	—		—
Forfeited	(5,000	)	3.14
Non-vested as of June 30, 2018 (at target)	45,000		$	3.14