Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation (Tables)

Stock-Based Compensation (Tables)

12 Months Ended

Mar. 31, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense [Table Text Block]

Stock-Based Compensation

Total stock-based compensation is reflected in the Consolidated Statements of Operations as follows:


	Fiscal Year Ended March 31,
(in thousands)	2021		2020
Cost (benefit) of revenue	$	43	$	69
Sales and marketing	135		227
Research and development	59		120
General and administrative	278		358
Stock-based compensation	515		774
Income tax benefit	—		—
Total stock-based compensation, after taxes	$	515	$	774

Stock option activity

Option activity for the fiscal year ended March 31, 2021 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, 2020	221,812	$	1.87
Granted	—	$	—
Exercised	—	$	—
Forfeited	(5,250)	$	4.73
Expired	—	$	—
Outstanding on March 31, 2021	216,562	$	1.80	4.5	$	0

Exercisable on March 31, 2021	116,562	$	2.19	3.6	$	0

(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 reporting date.

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

Fiscal Year Ended March 31, 2020

Input assumptions:

Expected volatility

57%

Risk-free interest rate

1.4%

Expected life

4 years

Expected dividend yield

Output weighted-average grant date fair value

$0.62

Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]

Restricted Stock

Vesting of restricted stock is subject to continued employment with the Company. During fiscal years 2021 and 2020, non-employee directors received grants of 24,192 and 128,584 shares with a weighted-average grant date fair value of $1.24 and $1.39, respectively. The Company recognizes compensation expense restricted stock on a straight-line basis over the vesting periods for the award based on the market value of Westell Technologies stock on the date of grant.

The following table sets forth restricted stock activity for the fiscal year ended March 31, 2021:


	Shares	Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2020	128,584	$1.39
Granted	24,192	$1.24
Vested	(128,584)	$1.39
Forfeited	(4,032)	$1.24
Non-vested as of March 31, 2021	20,160	$1.24

The Company recorded $0.1 million and $0.2 million of expense in the fiscal years ended March 31, 2021 and 2020, respectively, related to restricted stock. As of March 31, 2021, there was $12,000 of pre-tax unrecognized compensation expense, related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of 0.5 years. The total intrinsic fair value of shares vested was $0.1 million during both fiscal years 2021 and 2020.

Restricted Stock Units (“RSUs”)

In fiscal years 2021 and 2020, there were 301,140 and 301,037 shares with a weighted-average grant date fair value of $0.80 and $1.73, respectively, of RSUs awarded to certain key employees. These awards convert into shares of Class A Common Stock on a one-for-one basis upon vesting. The Company recognizes compensation expense on a straight-line basis over the vesting for the award based on the market value of Westell Technologies stock on the date of grant.

The Company recorded stock-based compensation expense of $0.4 million and $0.6 million for RSUs in fiscal years 2021 and 2020, respectively. As of March 31, 2021, there was approximately $0.3 million of pre-tax unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted-average period of 1.7 years. The total intrinsic fair value of RSUs vested was $0.2 million and $0.6 million during fiscal years 2021 and 2020, respectively.

The following table sets forth the RSUs activity for the fiscal year ended March 31, 2021:


	Shares	Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2020	441,108	$2.31
Granted	301,140	$0.80
Vested	(226,929)	$2.51
Forfeited	(41,334)	$1.24
Non-vested as of March 31, 2021	473,985	$1.35

Performance-based RSUs (“PSUs”)

A total of 229,303 and 216,144 PSUs were granted during fiscal years 2021 and 2020, respectively. PSUs were earned based upon achievement of performance goals tied to growing revenue and to non-GAAP profitability targets for the respective fiscal year, but have a continued employment provision and will vest when all of the following have occurred: one year from the grant date and the Company's audited financial statements are public. Upon vesting, the PSUs convert into shares of Class A

Common Stock of the Company on a one-for-one basis. For the fiscal year 2021 and 2020 grants, all PSUs were forfeited prior to vesting.

The Company recorded no stock-based compensation expense for PSUs in fiscal years 2021 or 2020.

The following table sets forth the PSUs activity for the fiscal year ended March 31, 2021:


	Shares	Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2020	5,000	$1.38
Granted	229,303	$0.78
Vested	—	$0.00
Forfeited	(234,303)	$0.80
Non-vested as of March 31, 2021	—	$0.00