Stock-Based Compensation

3 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The 2020 Equity Incentive Plan (the “2020 Plan”) was approved by our stockholders on February 11, 2020. The 2020 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants.

Subject to the adjustment provisions of the 2020 Plan and the automatic annual increase described below, the maximum aggregate number of shares of our common stock that may be issued under the 2020 Plan is 5,050,000 shares of our common stock, which includes (i) 2,588,077 shares initially reserved for issuance, plus (ii) any shares of our common stock subject to issued and outstanding awards under the Transphorm Technology 2007 Stock Plan or the Transphorm Technology 2015 Equity Incentive Plan that, on or after February 12, 2020, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by us for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest, with the maximum number of shares to be added to the 2020 Plan pursuant to this clause (ii) equal to 2,461,923 shares.

Subject to the adjustment provisions of the 2020 Plan, the number of shares of common stock available for issuance under the 2020 Plan will also include an annual increase on the first day of each fiscal year beginning with our 2022 fiscal year and ending on (and including) our 2030 fiscal year, in an amount equal to the least of: (i) 5,000,000 shares of our common stock; (ii) five percent (5%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year; or(iii) such number of shares of our common stock as the administrator of the 2020 Plan may determine. On April 1, 2022, 2,668,965 shares were added to the 2020 Plan pursuant to such automatic annual increase provision.

As of June 30, 2022, there were 2,864,970 stock options outstanding, 938,925 restricted stock units outstanding and 5,564,177 shares available for grant under the 2020 Plan.

Stock Options

The following table summarizes stock option activity and related information for the periods presented:

	Number of Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding at April 1, 2022	2,879,008	$	4.88	6.02	$	6,747
Options granted	—	$	—
Options exercised	(4,361)	$	4.48
Options canceled	(9,677)	$	7.80
Outstanding at June 30, 2022	2,864,970	$	4.87	5.77	$	113
Exercisable at June 30, 2022	2,220,641	$	4.44	4.77	$	108
Outstanding at April 1, 2021	2,543,125	$	4.82	6.05	$	—
Options granted	—	$	—
Options exercised	(31,925)	$	4.21
Options canceled	(48,786)	$	6.85
Outstanding at June 30, 2021	2,462,414	$	4.79	5.82	$	720
Exercisable at June 30, 2021	2,224,780	$	4.65	5.43	$	690

(1) Intrinsic value represents the excess of the fair value on the last day of the period (which was $3.81 and $4.58 as of June 30, 2022 and 2021, respectively) over the exercise price, multiplied by the number of options.

Restricted Stock Units

RSUs are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator of the 2020 Plan. Subject to the provisions of the 2020 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria.

The following table summarizes RSU activity and related information for the periods presented:

	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
April 1, 2022	954,775	$	4.61
Granted	—	$	—
Vested	(4,375)	$	6.43
Canceled	(11,475)	$	3.92
June 30, 2022	938,925	$	4.82
April 1, 2021	935,397	$	3.96
Granted	—	$	—
Vested	(1,000)	$	3.75
Canceled	(12,360)	$	4.00
June 30, 2021	922,037	$	3.96

Stock-Based Compensation

The accompanying condensed consolidated statement of operations and comprehensive loss includes stock-based compensation expense for the periods presented as follows (in thousands):

	Three Months Ended June 30,
	2022		2021
Cost of revenue	$	39	$	27
Research and development	1		127
Sales and marketing	27		36
General and administrative	516		307
Total	$	583	$	497

Unrecognized Stock-Based Compensation

Unrecognized stock-based compensation expense as of dates presented was as follows (in thousands, except years):

	June 30, 2022			June 30, 2021
	Unrecognized Expense		Average Expected Recognition Period (in years)	Unrecognized Expense		Average Expected Recognition Period (in years)
Stock options	$	1,276	1.36	$	256	3.26
Restricted stock	1,984		1.34	2,176		1.59
Total	$	3,260	1.35	$	2,432	1.77