Stock-Based Compensation

9 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

We currently maintain two stock incentive plans, the 2007 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan (the “2016 Plan”). Of these plans, we may only grant future awards from the 2016 Plan. The 2016 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, time-restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), cash incentive awards and other stock-based awards. At December 31, 2023, there were

approximately 1.4 million shares of common stock available for grant or issuance under the 2016 Plan. Total stock options vested and expected to vest were approximately 5.9 million as of December 31, 2023.

Stock Options

A summary of activity with respect to our stock options for the nine months ended December 31, 2023 is as follows:


	Shares	Weighted- Average Exercise Price
	(In thousands)
Options outstanding at March 31, 2023	6,287	$	4.11
Granted	473	4.13
Exercised	(109)	3.23
Forfeited	(414)	4.05
Expired	(309)	4.77
Options outstanding at December 31, 2023	5,928	4.10

Restricted Stock Units

A summary of activity with respect to our RSUs, which entitle the holder to receive one share of our common stock for each RSU upon vesting, for the nine months ended December 31, 2023 is as follows:


	Shares	Weighted-Average Grant Date Fair Value
	(In thousands)
RSUs outstanding at March 31, 2023	497	$	4.12
Granted	448	4.33
Vested and released	(85)	3.47
Forfeited	(45)	4.12
RSUs outstanding at December 31, 2023	815	4.19

Performance Stock Units

The Board has approved PSUs to our executive officers and certain Vice Presidents. Between 0% and 160% of the PSUs will be eligible to vest based on annual performance during the three-year performance period relative to the revenues per share and cash flow from operations objectives to be established by the Compensation Committee at the beginning of each year. In addition, the final PSU vesting based on the revenues per share and cash flow from operations performance will be subject to a modifier between 0.75x-1.25x based on the Company's total shareholder return relative to the Russell 2000 for the span of the full three-year performance period, with a maximum achievement percentage of 200% of the "target" number of PSUs. The PSUs are amortized over a derived service period of three years. The value and the derived service period of the PSUs were estimated using the Monte-Carlo simulation model.

The following table summarizes the details of the performance stock units:


	Shares	Weighted-Average Grant Date Fair Value
	(In thousands)
PSUs outstanding at March 31, 2023	83	$	4.45
Granted	223	2.60
Vested and released	(43)	4.98
Forfeited	(59)	3.61
PSUs outstanding at December 31, 2023	204	2.56

Stock-Based Compensation Expense

The following table presents stock-based compensation expense that is included in each line item on our unaudited condensed statements of operations:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2023		2022		2023		2022
	(In thousands)
Cost of revenues	$	81	$	79	$	224	$	221
General and administrative	468		192		1,182		1,157
Sales and marketing	151		110		442		304
Research and development	122		57		370		300
Total stock-based compensation	$	822	$	438	$	2,218	$	1,982

As of December 31, 2023, there was approximately $3.3 million, $2.0 million and $0.2 million of unrecognized compensation expense related to unvested stock options, RSUs and PSUs, respectively. This expense is currently expected to be recognized over a weighted average period of approximately 2.7 years for stock options, 2.0 years for RSUs and 1.7 years for PSUs. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional stock options, RSUs or other stock-based awards.

Other Stock-Based Compensation Plans

We currently maintain an ESPP that allows employees to have a percentage of their base compensation withheld to purchase the Company’s common stock at 95% of the lower of the fair market price at the beginning of the offering period and on the last trading day of the offering period. There are two offering periods during a calendar year, which consist of the six months beginning each January 1 and July 1. Employees may contribute 1-15% of their eligible gross pay up to a $0.03 million annual stock value limit. In the nine months ended December 31, 2023, employees purchased 92,097 shares at the end of the first offering period of Fiscal 2024, compared to 84,426 shares purchased at the end of the first offering period of Fiscal 2023.

Deferred Compensation Plan

Effective October 1, 2020, the Company adopted the Iteris, Inc. Deferred Compensation Plan (the “DC Plan”). The DC Plan consists of two plans, one that is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Company within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and one for the benefit of non-employee members of our board of directors. Key employees, including our executive officers, and our non-employee directors who are notified regarding their eligibility to participate and delivered the DC Plan enrollment materials are eligible to participate in the DC Plan. Under the DC Plan, we provide participants with the opportunity to make annual elections to defer a percentage of their eligible cash compensation and equity awards. A participant is always 100% vested in his or her own elective cash deferrals and any earnings thereon. Elective deferrals of equity awards are credited to a bookkeeping account established in the name of the participant with respect to an equivalent number of shares

of our common stock, and such credited shares are subject to the same vesting conditions as are applicable to the equity award subject to the election. The Company established a rabbi trust to finance our obligations under the DC Plan with corporate-owned life insurance policies on participants, and the assets held within this trust are subject to the claims of the Company's creditors. The assets and liabilities are recorded at their fair value, which represents their respective amortized cost values plus any unrealized gains or losses. Refer to Note 4, Fair Value Measurements, for further detail on the DC Plan.