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Share-based Compensation
3 Months Ended
Jun. 30, 2020
Share Based Compensation [Abstract]  
Share-based Compensation

10. Share-based Compensation

We may grant non-qualified stock options, incentive stock options, SSARs, restricted shares, and restricted share units under our shareholder-approved 2016 Stock Incentive Plan ("2016 Plan") for up to 2.0 million common shares, plus 957,575 common shares, the number of shares that were remaining for grant under the 2011 Stock Incentive Plan ("2011 Plan") as of the effective date of the 2016 Plan, plus the number of shares remaining for grant under the 2011 Plan that are forfeited, settled in cash, canceled or expired. The maximum aggregate number of restricted shares or restricted share units that may be granted under the 2016 Plan is 1.25 million.

We may distribute authorized but unissued shares or treasury shares to satisfy share option and appreciation right exercises or restricted share and performance share awards.

We record compensation expense related to stock options, 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 and performance share awards is based on the closing price of our common shares on the grant date. The fair value of stock option and SSARs awards is estimated on the grant date using the Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of our common shares. During fiscal year 2020, we issued 125,000 SSAR awards which are subject to a market condition. The fair value of these awards is estimated using the Lattice option pricing model which utilizes a binary tree and includes multiple assumptions which include volatility and life of the award to determine an appropriate fair value based on the award grant date.

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

 

 

 

 

 

 

 

Three Months Ended

June 30,

 

(In thousands)

 

2020

 

 

2019

 

Product development

 

$

172

 

 

$

268

 

Sales and marketing

 

 

36

 

 

 

62

 

General and administrative

 

 

1,218

 

 

 

152

 

Total share-based compensation expense

 

$

1,426

 

 

$

482

 

 

Stock-Settled Appreciation Rights

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

The following table summarizes the activity during the three months ended June 30, 2020 for SSARs awarded under the 2011 and 2016 Plans:

 

 

 

Number of

Rights

 

 

Weighted-Average Exercise Price

 

 

Remaining

Contractual Term

 

 

Aggregate

Intrinsic Value

 

(In thousands, except share and per share data)

 

 

 

 

 

(per right)

 

 

(in years)

 

 

 

 

 

Outstanding at April 1, 2020

 

 

1,644,888

 

 

$

21.07

 

 

 

 

 

 

 

 

 

Exercised

 

 

(56,226

)

 

 

11.16

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(11,276

)

 

 

18.71

 

 

 

 

 

 

 

 

 

Expired

 

 

(88

)

 

 

14.22

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2020

 

 

1,577,298

 

 

$

21.44

 

 

 

4.7

 

 

$

6,028

 

Exercisable at June 30, 2020

 

 

942,608

 

 

$

12.87

 

 

 

3.8

 

 

$

5,887

 

Vested and expected to vest at June 30, 2020

 

 

1,577,298

 

 

$

21.44

 

 

 

4.7

 

 

$

6,028

 

 

As of June 30, 2020, total unrecognized share-based compensation expense related to non-vested SSARs was $4.3 million, which is expected to be recognized over a weighted-average vesting period of 2.1 years.

Restricted Shares

We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. The following table summarizes the activity during the three months ended June 30, 2020 for restricted shares awarded under the 2011 and 2016 Plans:

 

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value

 

(In thousands, except share and per share data)

 

 

 

 

 

(per share)

 

Outstanding at April 1, 2020

 

 

178,462

 

 

$

19.89

 

Forfeited

 

 

(13,995

)

 

 

18.84

 

Outstanding at June 30, 2020

 

 

164,467

 

 

$

19.98

 

 

The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of our common shares on the grant date. As of June 30, 2020, total unrecognized share-based compensation expense related to non-vested restricted stock was $1.6 million, which is expected to be recognized over a weighted-average vesting period of 1.7 years.

Performance Shares

We awarded certain restricted shares to our Chief Executive Officer, the vesting of which is performance based. The number of shares that vest will be based on relative attainment of a performance metric and any unvested shares will forfeit upon settlement of the bonus.

The following table summarizes the activity during the three months ended June 30, 2020 for the performance shares awarded under the 2016 Plan:

 

(In thousands, except share and per share data)

 

Number of Shares

 

Outstanding at April 1, 2020

 

 

30,120

 

Granted

 

 

 

Vested

 

 

 

Forfeited

 

 

 

Outstanding at June 30, 2020

 

 

30,120

 

 

Based on the performance goals, the Compensation Committee of the board of directors awarded 6,714 of the original 30,120 shares having a value of $0.1 million based on the closing price of the Company’s common stock on July 16, 2020, the date that the Committee made its determination. The remaining 23,406 shares subject to the original annual incentive grant were forfeited and can never be earned by our Chief Executive Officer.