Stock-Based Compensation | Note 15. Stock‑Based Compensation The Company’s selling, general and administrative expenses for the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018 includes $1,174,600, $1,244,000, and $1,002,100, respectively, of stock compensation expense. Provision for income taxes for the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018 includes $308,900, $297,300, and $305,400, respectively, of income tax benefits related to our stock-based compensation arrangements. Stock compensation expense is primarily related to our Performance Stock Units (PSUs), Restricted Stock Units (RSUs) and Stock Options, granted or outstanding under the Company’s Third Amended and Restated Stock and Incentive Plan (the “1994 Plan”) and 2019 Stock and Incentive Plan (the “2019 Plan” and together with the 1994 Plan, the “Plans), which was approved at the Annual Meeting of Shareholders held on July 25, 2019. No additional awards may be granted under the 1994 Plan, although awards outstanding under the 1994 Plan remain outstanding and governed by its terms. As of March 29, 2020, 685,927 shares were available for issue in respect of future awards under the 2019 Plan. Subsequent to the Company’s 2020 fiscal year end, on April 30, 2020 and May 15, 2020, the Compensation Committee of the Board of Directors with concurrence of the full Board of Directors, granted stock options to select key employees to purchase an aggregate of 225,000 shares of the Company’s common stock. Also on May 15, 2020, based on fiscal year 2020 results, all 33,116 shares related to PSUs issued for the fiscal 2020 performance year were canceled, and as a result, these shares were made available for future grants under the 2019 Plan. In addition, RSU awards for 21,000 shares and restricted stock awards for 65,821 shares were made on May 15, 2020, entitling the recipients to receive up to 86,821 shares of common stock in the aggregate, depending upon vesting. Accordingly, as of May 15, 2020, an aggregate of 407,222 shares were available for future awards under the 2019 Plan. Performance Stock Units: Under a program established by the Board of Directors, PSUs have been granted under the Plans to selected employees. Each PSU entitles the participant to earn TESSCO common stock, but only after earnings per share and, for non-director employee participants, individual performance targets are met over a defined performance cycle. Performance cycles, which are fixed for each grant at the date of grant, are one year. Once earned, shares vest and are issued over a specified period of time determined at the time of the grant, provided that the participant remains employed by or associated with the Company at the time of share issuance. Earnings per share targets, which take into account the earnings impact of this program, are set by the Board of Directors in advance for the complete performance cycle at levels designed to grow shareholder value. If actual performance does not reach the minimum annual or threshold targets, no shares are issued. In accordance with ASC No. 718, the Company records compensation expense on its PSUs over the service period, based on the number of shares management estimates will ultimately be issued. Accordingly, the Company determines the periodic financial statement compensation expense based upon the stock price at the PSU grant date, net of the present value of dividends expected to be paid on TESSCO common stock before the PSU vests, management’s projections of future EPS performance over the performance period, and the resulting amount of estimated share issuances. As discussed in Note 2 above, the Company accounts for forfeitures as they occur rather than estimate expected forfeitures. To the extent that forfeitures occur, stock-based compensation related to the restricted awards may be different from the Company’s expectations. The following table summarizes the activity under the Company’s PSU program for fiscal years 2020, 2019 and 2018: 2020 2019 2018 Weighted Weighted Weighted Average Fair Average Fair Average Fair Shares Value at Grant Shares Value at Grant Shares Value at Grant Unvested shares available for issue under outstanding PSUs, beginning of period 98,306 $ 14.55 67,000 $ 12.65 170,100 $ 11.17 PSUs Granted 51,616 15.93 71,000 15.58 86,000 12.67 PSUs Vested (29,036) 14.09 (14,257) 12.66 (7,600) 19.58 PSUs Forfeited/Cancelled (52,532) 9.82 (25,437) 13.46 (181,500) 10.99 Unvested shares available for issue under outstanding PSUs, end of period 68,355 $ 19.42 98,306 $ 14.55 67,000 $ 12.65 As of March 29, 2020, there was $0.3 million unrecognized compensation cost, related to PSUs earned. Total fair value of shares vested during fiscal years 2020, 2019 and 2018 was $780,400, $460,800 and $277,600, respectively. The PSUs canceled during fiscal year 2020 primarily related to the fiscal year 2019 grant of PSUs which had a one-year measurement period (fiscal 2019) and employee departures. The PSUs were canceled because the minimum applicable fiscal 2019 performance targets were not fully satisfied. Per the provisions of the 2019 Plan, the shares related to these forfeited and canceled PSUs were added back to the 2019 Plan and became available for future issuance under the 2019 Plan. Of the PSUs outstanding at the end of fiscal year 2020 covering 68,355 non-vested shares, PSUs covering 33,116 shares were subsequently canceled in May 2020, based on fiscal year 2020 performance. These PSUs were canceled because fiscal year 2020 earnings per share did not reach the target performance set forth in the PSU award agreements. The remaining 35,239 shares covered by PSUs outstanding at the end of fiscal year 2020 were earned based on fiscal year 2019 and 2018 performance, but were not yet vested as of March 29, 2020. Assuming the respective participants remain employed by, or affiliated with the Company, these shares will vest on or about May 1 of 2020, 2021, and 2022 as follows: Number of Shares 2020 19,191 2021 10,739 2022 5,309 35,239 Restricted Stock/Restricted Stock Units: On May 10, 2017, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 18,000 RSU awards to non-employee directors of the Company and to the then Executive Chairman. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards have vested or will vest, and shares have been or will be issued, 25% on or about each of May 1 of 2018, 2019, 2020 and 2021, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. As of March 29, 2020, there was less than $0.1 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs are expected to be recognized ratably over a weighted average period of approximately one year. On August 8, 2017, the Compensation Committee, with the concurrence of the full Board of Directors, awarded an aggregate of up to 56,000 RSUs to several senior executives. The number of shares earned by a recipient will be determined by multiplying the number of RSUs covered by the award by a fraction, the numerator of which is the cumulative amount of dividends (regular, ordinary and special) declared and paid, per share, on the common stock, over an earnings period of up to four years, and the denominator of which is $3.20. Subject to earlier issuance upon the occurrence of certain events (as described in the applicable award agreement), any earned shares are issued and distributed to the recipient upon the fourth anniversary of the award date. As of March 29, 2020, 15,000 of these 56,000 RSUs have been canceled due to employee departures, leaving 41,000 of these RSUs outstanding. An additional 2,000 RSU’s with similar terms (but with a shorter earnings period) were awarded in fiscal 2019, and in connection with his hiring as our new President and Chief Executive Officer, the Company issued an additional RSU grant to Mr. Mukerjee under the 2019 Plan for 19,000 shares and with similar terms (a four-year earning period and a denominator of $3.20). As a result, an aggregate of 62,000 dividend-based RSUs currently remain outstanding. As of March 29, 2020, there was less than $0.1 million of total unrecognized compensation cost related to all outstanding RSUs noted above, assuming all shares are earned. Unrecognized compensation costs are expected to be recognized ratably over a weighted average period of approximately one year. On May 10, 2018 and June 6, 2018, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 21,000 RSU awards to non-employee directors of the Company and to the then Executive Chairman. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards have vested or will vest, and shares have been or will be issued, 25% on or about each of May 1 of 2019, 2020, 2021 and 2022, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. As of March 29, 2020, there was approximately $0.2 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately two years. On May 10, 2019, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 21,000 RSU, ratably to the six non-employee directors, including the Chairman of the Board of the Company. These RSU awards provide for the issuance of shares of the Company’s common stock in four equal installments beginning on May 10, 2020 and continuing on the same date in 2021, 2022 and 2023, provided that the director remains associated with the Company on each such date (or meets other criteria as prescribed in the applicable award agreement). As of March 29, 2020, there was approximately $0.3 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately three years. Subsequent to the Company’s 2020 fiscal year end, on May 15, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 21,000 RSU awards to non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards will vest and shares will be issued 25% on or about each of May 1 of 2021, 2022, 2023 and 2024, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. In addition, and also on May 15, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 65,821 shares of restricted stock to non-employee directors of the Company in lieu of their annual cash retainer for fiscal 2021. The amount of shares issued was the cash equivalent of the required retainers on the approval date. These awards provide for the issuance of shares of the Company’s common stock subject to a risk of forfeiture that will lapse in whole or in part on July 1, 2021, generally depending on the length of continued service of the recipient on the Board for fiscal 2021. Dividends accruing in respect of the shares of restricted stock, if any, will accrue but will not be paid until July 1, 2021 and only in respect of those shares for which the risk of forfeiture has then lapsed. PSUs, RSUs and restricted stock awards are expensed based on the grant date fair value, calculated as the closing price of TESSCO common stock as reported by Nasdaq on the date of grant minus, in the case of PSUs and RSUs, the present value of dividends expected to be paid on the common stock before the award vests, because dividends or dividend-equivalent amounts do not accrue and are not paid on unvested PSUs and RSUs. The Company accounts for forfeitures as they occur rather than estimate expected forfeitures. To the extent that forfeitures occur, stock-based compensation related to the restricted awards may be different from the Company’s expectations. Stock Options: The grant date value of the Company’s stock options has been determined using the Black-Scholes-Merton pricing model, based upon facts and assumptions existing at the date of grant. Stock options granted have exercise prices equal to the market price of the Company’s stock on the grant date. The stock options vest 25% after one year and then 1/36 per month for the following three years. During fiscal 2020, stock options for 86,375 shares were forfeited due to employee departures. The weighted-average remaining contractual term of options exercisable as of March 29, 2020 was 2.5 years. The value of each option at the date of grant is amortized as compensation expense over the service period. This occurs without regard to subsequent changes in stock price, volatility or interest rates over time, provided the option remains outstanding. The following tables summarize the pertinent information for outstanding options. 2020 2019 Weighted Weighted Average Fair Average Fair Shares Value at Grant Shares Value at Grant Unvested options, beginning of period 281,292 $ 2.39 392,500 2.21 Options Granted 405,000 2.53 66,500 3.38 Options Forfeited/Cancelled (81,376) 3.23 (15,000) 4.26 Options Vested (139,542) 2.32 (162,708) 2.20 Unvested options, end of period 465,374 2.38 281,292 2.39 March 29, 2020 Grant Fiscal Year Options Granted Option Exercise Price Options Outstanding Options Exercisable 405,000 $ 13.54 368,000 - 66,500 $ 16.31 44,000 19,125 230,000 $ 15.12 110,000 76,044 410,000 $ 12.57 300,000 261,457 100,000 $ 22.42 40,000 40,000 Total 862,000 396,626 Grant Fiscal Year Expected Stock Price Volatility Risk-Free Interest Rate Expected Dividend Yield Average Expected Term Resulting Black Scholes Value 2020 % % % 4.0 $ 2.53 2019 % % % 4.0 $ 3.38 2018 % % % 4.0 $ 2.57 As of March 29, 2020, there was approximately $0.9 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately three years. Total value of options exercised during fiscal 2020 was $681,100. 48,125 shares were exercised, and the weighted average exercise price of these shares was $14.15. No options were exercised during fiscal 2019 or 2018. Subsequent to the Company’s 2020 fiscal year end, on April 30, 2020 and May 15, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 160,000 stock options to select key employees. The grant date value of these stock options has been determined using the Black-Scholes-Merton pricing model, based upon facts and assumptions existing at the date of grant. Stock options granted have exercise prices equal to the market price of the Company’s stock on the grant date. The stock options vest 25% after one year and then 1/36 per month for the following three years. Subsequent to the Company’s 2020 fiscal year end, on May 15, 2020, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 65,000 performance-based stock options to select key employees. The grant date value of these stock options has been determined using the Black-Scholes-Merton pricing model, based upon facts and assumptions existing at the date of grant. Stock options granted have exercise prices equal to the market price of the Company’s stock on the grant date. If certain performance-based milestones are met and the employee remains employed by the Company, the stock options vest 25% after one year and then 1/36 per month for the following three years. Team Member Stock Purchase Plan: The Company has a Team Member Stock Purchase Plan that permits eligible employees to purchase up to an aggregate of 450,000 shares of the Company's common stock at 85% of the lower of the market price on the first day of a six-month period or the market price on the last day of that same six-month period. Expenses incurred for the Team Member Stock Purchase Plan during the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018 were $78,400, $82,600, and $49,700, respectively. During the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018, 34,829, 19,183, and 13,423 shares were sold to employees under this plan, having a weighted average market value of $7.51, $14.54, and $11.08, respectively. |