XML 32 R15.htm IDEA: XBRL DOCUMENT
v3.24.1.1.u2

STOCK-BASED COMPENSATION | 12 Months Ended
--- | ---
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION In September 2015, the Company’s stockholders approved the 2015 Stock Incentive Plan (2015 SIP), the primary purpose of which is to encourage ownership in the Company by key personnel, whose long-term service is considered essential to the Company’s continued success. Under the 2015 SIP, the Company grants various types of stock-based compensation, including time-based restricted stock units (RSUs), performance-based restricted stock units (PSUs), long-term incentive plan PSUs (LTIP PSUs), stock appreciation rights, and non-qualified stock options (NQSOs), to key personnel, including employees and directors. The 2015 SIP reserves 1,275,000 shares of the Company’s common stock for issuance to employees, directors, consultants, independent contractors, and advisors. The maximum aggregate number of shares that may be issued to employees under the 2015 SIP through the exercise of incentive stock options is 750,000. As of March 31, 2024, 1,197,408 shares of common stock remained available for future issuance under the 2015 SIP, subject to adjustment for future stock splits, stock dividends, and similar changes in capitalization. Annual Stock Awards. During the years ended March 31, 2024, 2023, and 2022, the Company granted RSU and LTIP PSU awards under the 2015 SIP to certain members of the Company’s management team, which entitle the recipients to receive shares of the Company’s common stock upon vesting. No dividends are paid or accumulated on any RSU or LTIP PSU awards. A summary of the status and changes of the Company’s nonvested shares related to the 2015 SIP is as follows:
| RSUs |  | LTIP PSUs
| Number of Shares |  | Weighted- Average Grant-Date Fair Value |  | Number of Shares |  | Weighted- Average Grant-Date Fair Value
Nonvested, March 31, 2021 | 113,086 |  |  | $ | 179.58 |  |  | 116,128 |  |  | $ | 215.30 |
Granted (1) | 52,256 |  |  | 363.89 |  |  | 69,644 |  |  | 358.75 |
Vested (2) | (60,034) |  |  | (162.37) |  |  | (69,816) |  |  | (131.33) |
Forfeited | (7,441) |  |  | (239.39) |  |  | (12,924) |  |  | (239.81) |
Nonvested, March 31, 2022 | 97,867 |  |  | 284.00 |  |  | 103,032 |  |  | 344.25 |
Granted (1) | 51,955 |  |  | 338.99 |  |  | 65,470 |  |  | 330.70 |
Vested (2) | (45,092) |  |  | (249.67) |  |  | (30,104) |  |  | (319.81) |
Forfeited | (15,439) |  |  | (299.96) |  |  | (27,194) |  |  | (323.92) |
Nonvested, March 31, 2023 | 89,291 |  |  | 330.57 |  |  | 111,204 |  |  | 347.86 |
Granted (1) | 39,298 |  |  | 573.25 |  |  | 46,282 |  |  | 570.81 |
Vested (2) | (44,148) |  |  | (313.11) |  |  | (50,228) |  |  | (368.33) |
Forfeited | (6,644) |  |  | (462.41) |  |  | (18,734) |  |  | (522.88) |
Nonvested, March 31, 2024 | 77,797 |  |  | $ | 451.81 |  |  | 88,524 |  |  | $ | 415.77 |
(1) The amounts granted are the maximum amounts under the terms of the applicable LTIP PSUs. (2) The amounts vested include shares withheld to cover taxes that are not issued to the recipient. Restricted Stock Units. RSUs are subject to a time-based vesting condition and typically vest in equal annual installments over three years following the date of grant. The grant date fair value of RSUs is determined based on the closing market price of the Company’s common stock on the date of grant. Long-Term Incentive Plan Awards. LTIP PSU awards are subject to market, performance, and time-based vesting conditions. The term of LTIP PSU awards is over a multi-fiscal year performance period with metrics established at the beginning of the performance period, which is generally two or three years (Measurement Period). The LTIP PSU awards include a market condition tied to the Company’s relative total stockholder return (TSR) in relation to its peer companies (peer market condition), as well as financial performance conditions tied to certain revenue and pre-tax income performance targets (financial performance conditions). Following the determination of the Company’s achievement with respect to the financial performance conditions for the applicable Measurement Period, the vesting of each LTIP PSU award will be subject to adjustment for the peer market condition based on the application of the TSR modifier. The amount of the adjustment is determined based on a comparison of the Company’s TSR relative to the TSR of a pre-determined set of peer group companies for the Measurement Period. The grant date fair value of LTIP PSUs is determined using a Monte-Carlo model that simulates a range of possible future stock prices for the Company and each member of the peer group over the Measurement Period. For each grant of LTIP PSUs, the Monte-Carlo simulation model factors in key assumptions, such as the market price of the underlying common stock at the beginning and end of the Measurement Period, risk free interest rate, expected dividend yield when simulating a TSR, expected dividend yield when simulating the Company’s stock price, stock price volatility, and correlation coefficients. The Company evaluates the probability of achieving the financial performance conditions against its most current long-range forecast at least quarterly and may adjust stock-based compensation expense for its LTIP PSUs up or down based on its estimated probability outcome over the Measurement Period. The peer market condition is measured as part of the grant date fair value. The actual number of LTIP PSU awards that vest may increase up to a maximum of 200% of the targeted amount for the award based on achievement of the financial performance conditions and the peer market condition. No vesting of any portion of the LTIP PSU awards will occur if the Company fails to achieve the financial performance conditions for each reporting period within the Measurement Period. The Company determined that the achievement of at least the minimum threshold target performance criteria for the LTIP PSU awards granted during the fiscal year 2024, was probable as of March 31, 2024, based on the Company’s current long-range forecast. As of March 31, 2024, the Company expects to exceed the targeted amount for the fiscal year 2023 and 2022 awards based on its current estimates for the financial performance conditions for the grants. Long-Term Incentive Plan Options. The Company approved the issuance of LTIP NQSOs under the 2015 SIP, including the November 2016 (2017 LTIP NQSOs) and June 2017 (2018 LTIP NQSOs) grants, which were awarded to certain members of the Company’s management team, with a maximum contractual term ending March 31, 2026. As of March 31, 2019, and 2020, the target performance criteria were achieved and all LTIP NQSOs under the 2017 LTIP NQSOs and 2018 LTIP NQSOs, respectively, were fully vested. Each vested LTIP NQSO provides the recipient the right to purchase a specified number of shares of the Company’s common stock at a fixed exercise price per share based on the closing price of the common stock on the date of grant. During the years ended March 31, 2024, 2023, and 2022, no LTIP NQSOs were granted. LTIP NQSO activity was as follows:
| Number of Shares |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value
Exercisable, March 31, 2023 | 85,889 |  |  | $ | 66.99 |  |  |  |  |
Exercised | (70,980) |  |  | (67.43) |  |  |  |  |
Exercisable, March 31, 2024 | 14,909 |  |  | $ | 64.85 |  |  | 1.3 |  | $ | 13,066 |
Grants to Directors. Each of the Company’s nonemployee directors was entitled to receive common stock with a total value of $170 for annual service on the Board of Directors during the year ended March 31, 2024. The shares are issued in equal quarterly installments with the number of shares being determined using the rolling average of the closing price of the Company’s common stock during the last ten trading days leading up to, and including, the grant date, which is in alignment with the Company’s equity grant guidelines. Each of these shares is fully vested and recorded as compensation expense in the consolidated statements of comprehensive income on the date of issuance. Employee Stock Purchase Plan. The 2015 Employee Stock Purchase Plan (ESPP) authorizes 1,000,000 shares of the Company’s common stock for sale to eligible employees using their after-tax payroll deductions, which are refundable until purchases are made, and are liability-classified. ESPP shares are excluded from basic earnings per share until purchases are made but are included in diluted earnings per share as after-tax payroll deductions are made. Each consecutive purchase period is six months (purchase period) in duration and shares are purchased on the last trading day of the purchase period (no look-back provision) at a 15% discount to the closing price on that date. Purchase windows take place in February and August of each fiscal year. The net difference between the timing of compensation expense incurred and remeasured during the purchase period and purchase windows are recorded in other accrued expenses in the consolidated balance sheets. Stock-Based Compensation. Components of stock-based compensation recorded, net of estimated forfeitures, in SG&A expenses in the consolidated statements of comprehensive income were as follows:
| Years Ended March 31,
| 2024 |  | 2023 |  | 2022
Stock-based compensation |  |  |  |  |
RSUs | $ | 15,935 |  |  | $ | 13,249 |  |  | $ | 12,093 |
LTIP PSUs | 18,941 |  |  | 11,275 |  |  | 12,865 |
Grants to Directors | 1,907 |  |  | 1,863 |  |  | 1,507 |
Subtotal | 36,783 |  |  | 26,387 |  |  | 26,465 |
Other stock-based compensation |  |  |  |  |
Employee Stock Purchase Plan | 505 |  |  | 510 |  |  | 351 |
Total stock-based compensation, pre-tax | 37,288 |  |  | 26,897 |  |  | 26,816 |
Income tax benefit | (9,097) |  |  | (6,557) |  |  | (6,496) |
Total stock-based compensation, net of tax | $ | 28,191 |  |  | $ | 20,340 |  |  | $ | 20,320 |
Unrecognized Stock-Based Compensation. Total remaining unrecognized stock-based compensation as of March 31, 2024, related to non-vested awards that the Company considers probable to vest and the weighted-average period over which the cost is expected to be recognized in future periods, are as follows:
| Unrecognized Stock-based Compensation |  | Weighted-Average Remaining Vesting Period (Years)
RSUs | $ | 18,350 |  |  | 1.1
LTIP PSUs | 21,095 |  |  | 1.4
Total | $ | 39,445 |  |  |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration