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Share-based Compensation
6 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Share-based Compensation

9. Share-based Compensation

We may grant incentive stock options, non-qualified stock options, SSARs, restricted shares, and performance shares under our shareholder-approved 2020 Equity Incentive Plan ("2020 Plan") for up to 2.25 million common shares, plus 868,864 common shares, the number of shares that were remaining for grant under the 2016 Stock Incentive Plan ("2016 Plan") as of the effective date of the 2020 Plan, plus the number of shares remaining for grant under the 2016 Plan that are forfeited, settled in cash, canceled or expired. The aggregate number of shares that may be granted under the 2020 Plan is 3.1 million.

We may distribute authorized but unissued shares or treasury shares to satisfy share option and SSAR exercises or restricted share and performance share grants.

We record compensation expense related to SSARs, restricted shares, and performance shares granted to certain employees and non-employee directors based on the fair value of the awards on the grant date. The fair value of restricted share grants subject only to a service condition is based on the closing price of our common shares on the grant date. For stock option and SSAR grants subject only to a service condition, we estimate the fair value on the grant date using the Black-Scholes-Merton option pricing model with inputs including the closing market price at grant date, exercise price and assumptions regarding the risk-free interest rate, expected volatility of our common shares based on historical volatility, and expected term as estimated using the simplified method. For restricted share and SSAR grants subject to a market condition, we estimate the fair value on the grant date through a lattice option pricing model that utilizes a Monte Carlo analysis with inputs including the closing market price at grant date, share price threshold and assumptions regarding the risk-free interest rate and expected volatility of our common shares based on historical volatility. Inputs for SSAR grants subject to a market condition also include exercise price, remaining contractual term, and suboptimal exercise factor.

We record compensation expense for restricted shares and SSAR grants subject to a service condition using the graded vesting method. We record compensation expense for SSAR grants subject only to a market condition over the derived service period, which is an output of the lattice option pricing model. Under the 2020 Plan, the fair value of performance shares is based on the closing price of our common shares on the settlement date of the performance award, for which we record compensation expense over the service period consistent with our annual bonus incentive plan as approved by the Compensation Committee of the Board of Directors.

The following table summarizes the share-based compensation expense for SSARs, restricted and performance grants included in the condensed consolidated statements of operations:

 

 

Three Months Ended September 30,

 

 

Six Months Ended September 30,

 

(In thousands)

2022

 

 

2021

 

 

2022

 

 

2021

 

Product development

 

2,141

 

 

 

1,751

 

 

 

3,662

 

 

 

3,816

 

Sales and marketing

 

290

 

 

 

335

 

 

 

565

 

 

 

666

 

General and administrative

 

1,025

 

 

 

1,256

 

 

 

1,717

 

 

 

2,481

 

Total share-based compensation expense

 

3,456

 

 

 

3,342

 

 

 

5,944

 

 

 

6,963

 

Stock-Settled Appreciation Rights

SSARs are rights granted to an employee to receive value equal to the difference between the price of our common shares on the date of exercise and the exercise price. The value is settled in common shares of Agilysys, Inc.

The following table summarizes the activity during the six months ended September 30, 2022 for SSARs awarded under the 2020 and 2016 Plans:

 

(In thousands, except share and per share data)

 

Number of
Rights

 

 

Weighted-Average Exercise Price

 

 

Remaining
Contractual Term

 

 

Aggregate
Intrinsic Value

 

 

 

 

 

 

(per right)

 

 

(in years)

 

 

 

 

Outstanding at April 1, 2022

 

 

2,172,939

 

 

$

24.02

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(201,612

)

 

 

17.77

 

 

 

 

 

 

 

Forfeited

 

 

(24,762

)

 

 

20.02

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2022

 

 

1,946,565

 

 

$

24.72

 

 

 

3.9

 

 

$

59,618

 

Exercisable at September 30, 2022

 

 

1,619,517

 

 

$

24.82

 

 

 

3.8

 

 

$

49,439

 

Vested and expected to vest at September 30, 2022

 

 

1,946,565

 

 

$

24.72

 

 

 

3.9

 

 

$

59,618

 

 

As of September 30, 2022, total unrecognized share-based compensation expense related to non-vested service condition SSARs was $1.0 million, which is expected to be recognized over a weighted-average vesting period of 0.5 years.

Restricted Shares

We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. Certain restricted shares are also subject to a market condition. The following table summarizes the activity during the six months ended September 30, 2022 for restricted shares awarded under the 2020 and 2016 Plans:

 

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value

 

 

 

 

 

 

(per share)

 

Outstanding at April 1, 2022

 

 

147,973

 

 

$

43.56

 

Granted

 

 

253,968

 

 

 

42.94

 

Vested

 

 

(15,878

)

 

 

44.70

 

Forfeited

 

 

(8,572

)

 

 

44.67

 

Outstanding at September 30, 2022

 

 

377,491

 

 

$

43.09

 

 

The weighted-average grant date fair value of the restricted shares includes grants subject only to a service condition and certain grants subject to both a service condition and a market condition. As of September 30, 2022, total unrecognized share-based compensation expense related to unvested restricted shares was $11.2 million, which is expected to be recognized over a weighted-average vesting period of 2.4 years.

Performance Shares

Upon approval of the Compensation Committee of our Board of Directors, after achieving the performance conditions associated with our annual bonus plan, we granted 5,384 common shares to our Chief Executive Officer in May 2022 that vested immediately for a total value of $0.2 million.