XML 11 R2.htm IDEA: XBRL DOCUMENT v3.23.2
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

The following table shows the total compensation for our named executive officers (“NEOs”) for the past three fiscal years as set forth in the Summary Compensation table, the “compensation actually paid” (or “CAP”) to our principal executive officer (“PEO”), and on an average basis, to our other NEOs (in each case, as determined under SEC rules), our Total Stockholder Return (TSR), the TSR of companies listed in the SIC Code 7373 - Computer Integrated Systems Design (our peer group for this purpose), our GAAP net income (loss), and our Company Selected Metric results (GAAP net revenue) against a defined group of peers.

 

Fiscal Year ended March 31, (a)

Summary compensation on table total for PEO ($)(b)(1)

Compensation actually paid to PEO ($)(c)(2)

Average summary compensation on table total for non-PEO NEOs ($)(d)(3)

Average compensation actually paid to non-PEO NEOs ($)(e)(2)

Total stockholder return ($)(4)

Peer group total stockholder return ($)(4)

Net income (loss) (in thousands) ($)

Revenue (in thousands) ($)(5)

2023

5,836,288

9,323,318

605,203

1,791,184

394.01

11.64

14,582

198,065

2022

822,789

(205,682)

403,998

416,487

138.80

42.08

6,478

162,636

2021

348,447

10,333,284

1,342,437

3,148,920

187.19

34.69

(21,001)

137,176

 

(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Srinivasan (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation table. Refer to “Summary Compensation Table for Fiscal Year 2023.”
(2)
The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. “Compensation actually paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan for named executives, so no adjustment for pension benefits is included in the table below. The following table details these adjustments:

 

Fiscal Year ended March 31, (a)

Executives

SCT Total Compensation ($)(A)

Grant date value of new awards ($)(B)

Year-end value of new awards ($)(i)

Change in value of prior awards that are unvested ($)(ii)

Change in value of vested awards granted in prior fiscal years ($)(iii)

Value of vested awards granted during fiscal year ($)(iv)

Value of unvested awards forfeited during fiscal year ($)(v)

Total equity CAP (C)=(i)+(ii)+(iii)+(iv)+(v) ($)

CAP (D)=(A)-(B)+(C) ($)

2023

PEO

5,836,288

5,219,824

5,027,042

3,319,813

360,000

8,706,855

9,323,318

 

Other NEOs

605,203

195,125

669,074

130,734

581,299

1,381,107

1,791,184

2022

PEO

822,789

204,000

(1,019,476)

(8,995)

204,000

(824,471)

(205,682)

 

Other NEOs

403,998

99,375

101,195

41,643

(30,975)

111,864

416,487

2021

PEO

348,447

180,000

8,578,180

1,406,657

180,000

10,164,837

10,333,284

 

Other NEOs

1,342,437

1,094,854

182,613

125,012

495,753

2,150,273

(52,315)

2,901,337

3,148,920

 

A.
The dollar amounts reported in the Summary Compensation table for the applicable fiscal year (on an average basis for the non-PEO NEOs).
B.
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and "Option Awards" columns in the Summary Compensation table for the applicable year (on an average basis for the non-PEO NEOs).
C.
The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following (on an average basis for the non-PEO NEOs):
i.
the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
ii.
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
iii.
for awards that vest in the applicable year, the change in the fair value as of the vesting date from the end of the prior fiscal year; and
iv.
for awards that are granted and also vest in the applicable year, the fair value as of the vesting date. The valuation assumptions and processes used to recalculate fair values used a consistent process and did not materially differ from those disclosed at the time of the applicable grant; and
v.
for awards that forfeit in the applicable year, the fair value as of the end of the prior fiscal year.
D.
“Compensation Actually Paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.
(3)
The dollar amounts reported in column (d) are the average amounts of total compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation table. Refer to “Summary Compensation Table for Fiscal Year 2023.” For each of years ended March 31, 2023, 2022 and 2021, the non-PEO NEOs were:

 

 Year ended March 31,

 Non-PEO NEOs

 2023

 Dave Wood, Kyle Badger, Prabuddha Biswas, Don DeMarinis

 2022

 Dave Wood, Kyle Badger, Don DeMarinis, Chris Robertson

 2021

 Dave Wood, Kyle Badger, Prabuddha Biswas, Don DeMarinis, Tony Pritchett

 

(4)
TSR is determined based on the value of an initial fixed investment of $100 at market close on the last trading before April 1, 2020. The TSR peer group consists of the companies listed in the SIC Code 7373 - Computer Integrated Systems Design.
(5)
Our company-selected measure is GAAP revenue.
   
Named Executive Officers, Footnote
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Srinivasan (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation table. Refer to “Summary Compensation Table for Fiscal Year 2023.”
   
PEO Total Compensation Amount $ 5,836,288,000 $ 822,789,000 $ 348,447,000
PEO Actually Paid Compensation Amount $ 9,323,318,000 (205,682,000) 10,333,284,000
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. “Compensation actually paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan for named executives, so no adjustment for pension benefits is included in the table below. The following table details these adjustments:

 

Fiscal Year ended March 31, (a)

Executives

SCT Total Compensation ($)(A)

Grant date value of new awards ($)(B)

Year-end value of new awards ($)(i)

Change in value of prior awards that are unvested ($)(ii)

Change in value of vested awards granted in prior fiscal years ($)(iii)

Value of vested awards granted during fiscal year ($)(iv)

Value of unvested awards forfeited during fiscal year ($)(v)

Total equity CAP (C)=(i)+(ii)+(iii)+(iv)+(v) ($)

CAP (D)=(A)-(B)+(C) ($)

2023

PEO

5,836,288

5,219,824

5,027,042

3,319,813

360,000

8,706,855

9,323,318

 

Other NEOs

605,203

195,125

669,074

130,734

581,299

1,381,107

1,791,184

2022

PEO

822,789

204,000

(1,019,476)

(8,995)

204,000

(824,471)

(205,682)

 

Other NEOs

403,998

99,375

101,195

41,643

(30,975)

111,864

416,487

2021

PEO

348,447

180,000

8,578,180

1,406,657

180,000

10,164,837

10,333,284

 

Other NEOs

1,342,437

1,094,854

182,613

125,012

495,753

2,150,273

(52,315)

2,901,337

3,148,920

 

A.
The dollar amounts reported in the Summary Compensation table for the applicable fiscal year (on an average basis for the non-PEO NEOs).
B.
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and "Option Awards" columns in the Summary Compensation table for the applicable year (on an average basis for the non-PEO NEOs).
C.
The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following (on an average basis for the non-PEO NEOs):
i.
the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
ii.
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
iii.
for awards that vest in the applicable year, the change in the fair value as of the vesting date from the end of the prior fiscal year; and
iv.
for awards that are granted and also vest in the applicable year, the fair value as of the vesting date. The valuation assumptions and processes used to recalculate fair values used a consistent process and did not materially differ from those disclosed at the time of the applicable grant; and
v.
for awards that forfeit in the applicable year, the fair value as of the end of the prior fiscal year.
D.
“Compensation Actually Paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.
   
Non-PEO NEO Average Total Compensation Amount $ 605,203,000 403,998,000 1,342,437,000
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,791,184,000 416,487,000 3,148,920,000
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. “Compensation actually paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan for named executives, so no adjustment for pension benefits is included in the table below. The following table details these adjustments:

 

Fiscal Year ended March 31, (a)

Executives

SCT Total Compensation ($)(A)

Grant date value of new awards ($)(B)

Year-end value of new awards ($)(i)

Change in value of prior awards that are unvested ($)(ii)

Change in value of vested awards granted in prior fiscal years ($)(iii)

Value of vested awards granted during fiscal year ($)(iv)

Value of unvested awards forfeited during fiscal year ($)(v)

Total equity CAP (C)=(i)+(ii)+(iii)+(iv)+(v) ($)

CAP (D)=(A)-(B)+(C) ($)

2023

PEO

5,836,288

5,219,824

5,027,042

3,319,813

360,000

8,706,855

9,323,318

 

Other NEOs

605,203

195,125

669,074

130,734

581,299

1,381,107

1,791,184

2022

PEO

822,789

204,000

(1,019,476)

(8,995)

204,000

(824,471)

(205,682)

 

Other NEOs

403,998

99,375

101,195

41,643

(30,975)

111,864

416,487

2021

PEO

348,447

180,000

8,578,180

1,406,657

180,000

10,164,837

10,333,284

 

Other NEOs

1,342,437

1,094,854

182,613

125,012

495,753

2,150,273

(52,315)

2,901,337

3,148,920

 

A.
The dollar amounts reported in the Summary Compensation table for the applicable fiscal year (on an average basis for the non-PEO NEOs).
B.
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and "Option Awards" columns in the Summary Compensation table for the applicable year (on an average basis for the non-PEO NEOs).
C.
The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following (on an average basis for the non-PEO NEOs):
i.
the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
ii.
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
iii.
for awards that vest in the applicable year, the change in the fair value as of the vesting date from the end of the prior fiscal year; and
iv.
for awards that are granted and also vest in the applicable year, the fair value as of the vesting date. The valuation assumptions and processes used to recalculate fair values used a consistent process and did not materially differ from those disclosed at the time of the applicable grant; and
v.
for awards that forfeit in the applicable year, the fair value as of the end of the prior fiscal year.
D.
“Compensation Actually Paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.
   
Tabular List, Table The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Revenue
Adjusted EBITDA
Stock Price
   
Total Shareholder Return Amount $ 394,010.00 138,800 187,190
Peer Group Total Shareholder Return Amount 11,640 42,080.00 34,690
Net Income (Loss) $ 14,582,000 $ 6,478,000 $ (21,001,000)
Company Selected Measure Amount 198,065,000 162,636,000 137,176,000
PEO Name Mr. Srinivasan    
Measure:: 1      
Pay vs Performance Disclosure      
Name Revenue    
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
Measure:: 3      
Pay vs Performance Disclosure      
Name Stock Price    
PEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 8,706,855,000 $ (824,471,000) $ 10,164,837,000
PEO | Grant date value of new awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 5,219,824,000 204,000,000 180,000,000
PEO | Year-end value of new awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 5,027,042,000 0 0
PEO | Change in value of prior awards that are unvested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 (1,019,476,000) 8,578,180,000
PEO | Change in value of vested awards granted in prior fiscal years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,319,813,000 (8,995,000) 1,406,657,000
PEO | Value of vested awards granted during fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 360,000,000 204,000,000 180,000,000
PEO | Value of unvested awards forfeited during fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,381,107,000 111,864,000 2,901,337,000
Non-PEO NEO | Grant date value of new awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 195,125,000 99,375,000 1,094,854,000
Non-PEO NEO | Year-end value of new awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 669,074,000 101,195,000 182,613,000
Non-PEO NEO | Change in value of prior awards that are unvested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 130,734,000 41,643,000 125,012,000
Non-PEO NEO | Change in value of vested awards granted in prior fiscal years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 581,299,000 (30,975,000) 495,753,000
Non-PEO NEO | Value of vested awards granted during fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 2,150,273,000
Non-PEO NEO | Value of unvested awards forfeited during fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ (52,315,000)