Share-Based Payments

12 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payments

9. Share-Based Payments

The Company has share awards outstanding under two share-based compensation plans (the “Equity Plans”). The Company believes that such awards generally align the interests of its employees with those of its shareholders. Under the shareholder-approved 2006 Equity Incentive Plan (the “2006 Plan”) the Board of Directors was authorized to grant option awards for up to approximately 1.1 million common shares. On August 13, 2015, the Company’s shareholders approved the Nicholas Financial, Inc. Omnibus Incentive Plan (the “2015 Plan”) for

employees and non-employee directors. Under the 2015 Plan, the Board of Directors is authorized to grant total share awards for up to 750,000 common shares. Awards under the 2006 Plan will continue to be governed by the terms of that plan. The 2015 Plan replaced the 2006 Plan; accordingly, no additional option awards may be granted under the 2006 Plan. In addition to option awards, the 2015 Plan provides for restricted stock, restricted stock units, performance shares, performance units, and other equity-based compensation.

Option awards previously granted to employees and directors under the 2006 Plan generally vested ratably based on service over a five- and three-year period, respectively, and generally have a contractual term of ten years. Vesting and contractual terms for option awards under the 2015 Plan are essentially the same as those of the 2006 Plan. Restricted stock awards generally cliff vest over a three-year period based on service conditions. Vesting of performance units generally does not commence until the attainment of Company-wide performance goals including annual revenue growth and operating income targets. There are no post-vesting restrictions for share awards.

The Company funds share awards from authorized but unissued shares and does not purchase shares to fulfill its obligations under the Equity Plans. Cash dividends, if any, are not paid on unvested performance units or unexercised options but are paid on unvested restricted stock awards.

A summary of option activity under the Equity Plans as of March 31, 2024, and changes during the year, is presented below.

	(Shares and Aggregate Intrinsic Value in thousands)
Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at March 31, 2022		37		$	11.85		1.45	$	-
Granted		—			—
Exercised		—			—
Forfeited		(27	)		11.54
Outstanding at March 31, 2023		10		$	12.68		0.80	$	-
Granted		—			—
Exercised		—			—
Forfeited		(5	)		12.68
Outstanding at March 31, 2024		5		$	12.68		0.30	$	-
Exercisable at March 31, 2024		5		$	12.68		0.30	$	-

As of March 31, 2024, the Company had no unrecognized compensation related to options grants. For the fiscal years ended March 31, 2024 and 2023, there was no compensation cost expense related to stock options.

A summary of the status of the Company’s non-vested, service based, restricted shares under the Equity Plan is presented below

	(Shares and Aggregate Intrinsic Value in thousands)
Restricted Share Awards	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Non-vested at March 31, 2022		37		$	10.26		0.92	$	377
Granted		11			8.84
Vested		(8	)		12.01
Forfeited		(28	)		9.75
Non-vested at March 31, 2023		12		$	8.97		0.51	$	74
Granted		-			-
Vested		(11	)		8.97
Forfeited		-			-
Non-vested at March 31, 2024		1		$	11.10		0.25	$	5

As of March 31, 2024, the Company had $2 thousand of unrecognized compensation related to restricted shares.

For the fiscal years ended March 31, 2024 and 2023, there was $44 thousand and $(69) thousand, respectively, of unrecognized compensation cost related to non-vested restricted share awards granted under the Equity Plans.