Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation (Notes)

v3.19.3
Stock-Based Compensation (Notes)
 6 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation
Stock-Based Compensation

The Westell Technologies, Inc. 2019 Omnibus Incentive Compensation Plan (the 2019 Plan) was approved at the annual meeting of stockholders on September 17, 2019. The 2019 Plan replaces the Westell Technologies, Inc. 2015 Omnibus Incentive Compensation Plan (the 2015 Plan). The 2019 Plan includes a total of 1,000,000 shares of Class A Common Stock (Shares) plus the number of Shares reserved for issuance under the 2015 Plan that have not been granted or reserved for issuance under an outstanding award that may be issued under the 2019 Omnibus Plan. If any award granted under the 2019 Plan or the 2015 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 2019 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. Any awards or portions thereof that are settled in cash and not in Shares shall not be counted against the foregoing Share limit.
The stock options, restricted stock awards, and restricted stock units (RSUs) awarded under both the 2019 Plan and the 2015 Plan generally vest in equal annual installments over 3 years for employees and 1 year for non-employee directors. 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 2019 Plan and 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 2019 Plan and the 2015 Plan. As of September 30, 2019, there have not been any awards under the 2019 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 six months ended September 30, 2019, and 2018: 
 
Three months ended September 30,
 
Six months ended September 30,
(in thousands)
2019
 
2018
 
2019
 
2018
Stock-based compensation expense
$
201

 
$
295

 
$
445

 
$
586

Income tax benefit
—

 
—

 
—

 
—

Total stock-based compensation expense, after taxes
$
201

 
$
295

 
$
445

 
$
586


Stock Options
Stock option activity for the six months ended September 30, 2019, 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, 2019
293,478

 
$
4.28

 
4.4
 
$
—

Granted
150,000

 
1.35

 

 

Exercised
—

 
—

 

 

Forfeited
(66,667
)
 
3.14

 

 

Expired
(11,666
)
 
7.17

 

 

Outstanding on September 30, 2019
365,145

 
$
3.19

 
3.7
 
$
2

 
_______
(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 six months ended September 30, 2019: 
 
Shares
 
Weighted-Average
Grant Date Fair
Value
Non-vested as of March 31, 2019
63,334

 
$
2.86

Granted
128,584

 
1.39

Vested
(63,334
)
 
2.86

Forfeited
—

 
—

Non-vested as of September 30, 2019
128,584

 
$
1.39

RSUs
The following table sets forth the RSU activity for the six months ended September 30, 2019: 
 
Shares
 
Weighted-Average
Grant Date Fair
Value
Non-vested as of March 31, 2019
665,127

 
$
3.03

Granted
286,037

 
1.77

Vested
(265,884
)
 
3.12

Forfeited
(159,789
)
 
2.65

Non-vested as of September 30, 2019
525,491

 
$
2.42

PSUs

PSUs will be earned primarily based upon achievement of performance goals tied to growing revenue and to non-GAAP profitability targets for fiscal year 2020. 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 six months ended September 30, 2019: 
 
Shares
 
Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2019 (at target)
5,000

 
$
3.14

Granted, at target
216,144

 
1.89

Vested
(5,000
)
 
3.14

Forfeited
(107,498
)
 
2.19

Non-vested as of September 30, 2019 (at target)
108,646

 
$
1.59