Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation (Notes)

Stock-Based Compensation (Notes)

9 Months Ended

Dec. 31, 2015

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 replaces the Westell Technologies, Inc. 2004 Stock Incentive Plan (the 2004 Plan). As of the adoption of the 2015 Plan, a total of 10,018,133 shares of Class A Common Stock (Shares) were available for issuance. 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. Any awards or portions thereof that are settled in cash and not in Shares shall not be counted against the foregoing Share limit.

The following table is a summary of total stock-based compensation expense resulting from stock options, restricted stock, restricted stock units (RSUs) and performance stock units (PSUs), during the three and nine months ended December 31, 2015, and 2014:



	Three months ended December 31,				Nine months ended December 31,
(in thousands)	2015		2014		2015		2014
Stock-based compensation expense	$	264	$	514	$	974	$	1,628
Income tax benefit	—		—		—		—
Total stock-based compensation expense after taxes	$	264	$	514	$	974	$	1,628

The stock options, restricted stock awards, and RSUs awarded under the 2004 Plan in the nine months ended December 31, 2015, vest in equal annual installments over four years. The stock options, restricted stock awards, and RSUs awarded under the 2015 Plan in the nine months ended December 31, 2015, vest in equal annual installments over three years for employees and one year for independent directors. PSUs earned vest over the performance period, as described below.

Stock Options

Stock option activity for the nine months ended December 31, 2015, 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, 2015	1,170,515		$	2.20	2.9	$	—
Granted	1,312,500		1.21
Exercised	—		—
Forfeited	(292,500	)	1.53
Expired	(403,015	)	2.37
Outstanding on December 31, 2015	1,787,500		$	1.54	5.1	$	72


(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.

The weighted-average grant date fair value of stock options granted during the nine months ended December 31, 2015 was $0.46 per share.

Restricted Stock

The following table sets forth restricted stock activity for the nine months ended December 31, 2015:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2015	170,000		$	2.98
Granted	110,000		1.18
Vested	(62,500	)	2.94
Forfeited	—		—
Non-vested as of December 31, 2015	217,500		$	2.07

RSUs

The following table sets forth the RSU activity for the nine months ended December 31, 2015:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2015	1,409,750		$	2.72
Granted	1,142,500		1.20
Vested	(192,000	)	2.75
Forfeited	(657,875	)	2.19
Non-vested as of December 31, 2015	1,702,375		$	1.90

PSUs

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, 2015:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2015 (at target)	181,888		$	3.14
Granted, at target	—		—
Vested	(25,767	)	2.47
Forfeited	(92,046	)	3.22
Non-vested as of December 31, 2015 (at target)	64,075		$	3.29