Stock Plans

12 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

We maintain the Omnibus Incentive Plan (the “2016 Incentive Plan”) for granting awards to employees. On October 22, 2020, our shareholders approved an amendment to the 2016 Incentive Plan to increase the maximum number of shares of common stock that may be delivered under plan to 8,050, an increase of 1,000 shares. The 2016 Incentive Plan authorizes a broad range of awards including stock options, stock appreciation rights, full value awards (including restricted stock, restricted stock units, performance shares or units and other stock-based awards) and cash-based awards.

In consideration for the acquisition of Hedvig, we issued a total of 1,018 restricted stock units to Hedvig employees in the third quarter of fiscal 2020. These awards were granted at a fair value of $44.49 per share. These awards were granted as inducement grants under our 2016 Omnibus Incentive Plan, and therefore are not counted against the equity available for grant under such plan.

We have one additional plan, the 2006 Long-Term Stock Incentive Plan (the “LTIP”), with outstanding options and awards but the LTIP cannot be used for future grants.

The 2016 Incentive Plan permits the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance stock awards and stock unit awards based on, or related to, shares of our common stock. As of March 31, 2021, approximately 2,110 shares were available for future issuance under the 2016 Incentive Plan.

As of March 31, 2021, we have granted non-qualified stock options, restricted stock units and performance stock awards under our stock incentive plans. Historically, most equity awards granted by us under our stock incentive plans generally vest quarterly over a three-year period, except that the shares that would otherwise vest quarterly over the first twelve months do not vest until the first anniversary of the grant. We anticipate that future grants under our stock incentive plans will be restricted stock units and performance stock awards and do not anticipate that we will grant stock options.

As of March 31, 2021, there was approximately $120,658 of unrecognized stock-based compensation expense related to all of our employee stock plans that is expected to be recognized over a weighted-average period of 1.88 years. To the extent the actual forfeiture rate is different from what we have anticipated, stock-based compensation related to these awards will be different from our expectations.

The following summarizes the activity for our stock incentive plans from March 31, 2018 to March 31, 2021:


Options	Number of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2020	1,904	60.03
Options granted	—	—
Options exercised	(257)	41.68
Options forfeited	—	—
Options expired	(290)	66.79
Outstanding at March 31, 2021	1,357	$	62.06	2.12	$	13,711

Exercisable at March 31, 2021	1,357	$	62.06	2.12	$	13,711

The total intrinsic value of options exercised was $4,306, $13,428, and $39,502 in the years ended March 31, 2021, 2020 and 2019, respectively. Our policy is to issue new shares upon exercise of options as we do not hold shares in treasury.

Restricted stock unit activity is as follows:


Non-Vested Restricted Stock Units	Number of Awards	Weighted- Average Grant Date Fair Value
Non-vested as of March 31, 2020	3,237	50.47
Granted	2,096	42.04
Vested	(1,585)	51.32
Forfeited	(297)	51.76
Non-vested as of March 31, 2021	3,451	$	44.90

The total fair value of the restricted stock units that vested during the years ended March 31, 2021, 2020 and 2019 was $72,544, $48,221 and $82,957, respectively.

The following table presents the stock-based compensation expense included in Cost of services revenue, Sales and marketing, Research and development and General and administrative expenses for the years ended March 31, 2021, 2020 and 2019.


	Year Ended March 31,
	2021		2020		2019
Cost of services revenue	$	3,317	$	2,604	$	2,922
Sales and marketing	35,577		31,779		34,874
Research and development	24,823		14,594		8,601
General and administrative	18,369		15,158		31,458
Restructuring	2,747		1,753		2,632
Stock-based compensation expense	$	84,833	$	65,888	$	80,487

Awards with a Market Condition

In fiscal 2021, we granted 299 market performance stock units to certain executives. The vesting of these awards is contingent upon us meeting certain total shareholder return ("TSR") levels as compared to the Russell 3000 market index over the next three years. The awards vest in three annual tranches and have a maximum potential to vest at 200% (598 shares) and a minimum of 0% (no shares) based on TSR performance. The related stock-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized using the accelerated method over the vesting term. The estimated fair value was calculated using a Monte Carlo simulation model. The weighted-average fair value of the awards granted during the year was $36.76 per share, which approximated the market value of a share of stock at the time of grant. The awards are included in the restricted stock unit table above.

In fiscal 2020, we granted 95 market performance stock units to certain executives. The vesting of these awards is contingent upon us meeting certain total shareholder return ("TSR") levels as compared to a market index over the succeeding three years. The awards vest in three annual tranches and have a maximum potential to vest at 200% (190 shares) and a minimum of 0% (no shares) based on TSR performance. The related stock-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized using the accelerated method over the vesting term. The estimated fair value is calculated using a Monte Carlo simulation model. The weighted-average fair value of the awards granted was $48.26 per share. The awards are included in the restricted stock unit table above.

Performance Based Awards

In May 2019, we granted 88 performance stock units ("PSUs") to certain executives and in November 2019, we granted an additional 17 PSUs to certain executives for a total of 105 granted PSUs for fiscal 2020. Vesting of these awards is contingent upon i) us meeting certain company-wide revenue and non-GAAP performance goals (performance-based) in fiscal 2020 and ii) our customary service periods. The awards vest in three annual tranches and have a maximum potential to vest at 200% (210 shares) based on actual fiscal 2020 performance. The related stock-based compensation expense is determined based on the value of the underlying shares on the date of grant and is recognized over the vesting term using the accelerated method. During each financial period, management estimates the probable number of PSUs that would vest until the ultimate achievement of the performance goals is known. Based on our results, the PSUs granted in May 2019 will be eligible to vest at 0% and the PSUs granted in November 2019 will be eligible to vest at 46%. The awards are included in the restricted stock units table.

There were no performance stock units granted during fiscal 2021.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan (the “Purchase Plan”) is a shareholder approved plan under which substantially all employees may purchase our common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the Purchase Plan are limited to 10% of the employee’s salary and employees may not purchase more than $25 of stock during any calendar year. Employees purchased 272 shares in exchange for $9,812 of proceeds in fiscal 2021 and 273 shares in exchange for $9,670 of proceeds in fiscal 2020. The Purchase Plan is considered compensatory and the fair value of the discount and look back provision are estimated using the Black-Scholes formula and recognized over the six-month withholding period prior to purchase. The total expense associated with the Purchase Plan for fiscal 2021, 2020 and 2019 was $3,417, $2,939 and $3,080, respectively. As of March 31, 2021, there was approximately $1,139 of unrecognized cost related to the current purchase period of our Purchase Plan.

Impact on Stock Compensation Expense for Changes in Senior Leadership

During fiscal 2019, Commvault’s Chief Executive Officer, N. Robert Hammer, announced his retirement effective February 1, 2019. As part of his retirement, we modified his equity awards to allow for continued vesting of his restricted stock awards and performance based awards. We also increased the timeframe for which his stock options shall remain exercisable to their original ten years expiration date and not thirty days from his last date of employment. The expense related to these modifications was $12,157 for the year ended March 31, 2019.