RESTRICTED SHARES

3 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

NOTE 16 — RESTRICTED SHARES

At Orion’s 2023 annual meeting of shareholders, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). The Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 3,500,000 shares to 6,000,000 shares (an increase of 2,500,000 shares); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards.

The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.

Prior to the 2016 Omnibus Incentive Plan, Orion maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances.

Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program.

The following amounts of stock-based compensation were recorded (dollars in thousands):


	For the Three Months Ended June 30,
	2024		2023
Cost of product revenue	$	2	$	1
General and administrative		282		182
Sales and marketing		8		4
Research and development		2		1
Total	$	294	$	188

The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity:


	Time-Based Restricted Shares					Performance-Based Restricted Shares
	Shares			Weighted Average Fair Value Price		Shares		Weighted Average Fair Value Price
Balance at March 31, 2024		1,014,104		$	1.87		708,377	$	1.66
Shares issued		685,322		$	1.09		821,559	$	1.09
Shares vested		(175,204	)	$	2.99		—		—
Shares outstanding at June 30, 2024		1,524,222		$	1.39		1,529,936	$	1.35
Per share price on grant date	$1.09					$1.09

As of June 30, 2024, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 2.6 years, was approximately $1.7 million.