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Share-based Compensation | 12 Months Ended
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Mar. 31, 2021
Share Based Compensation [Abstract] |
Share-based Compensation | 13. Share-based Compensation We may grant non-qualified stock options, incentive stock options, SSARs, restricted shares, and restricted share units under our shareholder-approved 2020 Stock Incentive Plan (the 2020 Plan) for up to 2.25 million common shares, plus 868,864 common shares, the number of shares that were remaining for grant under the 2016 Stock Incentive Plan (the 2016 Plan) as of the effective date of the 2020 Plan, plus the number of shares remaining for grant under the 2016 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 2020 Plan is 3.1 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. For SSARs, the exercise price must be set at least equal to the closing market price of our common shares on the date of grant. The maximum term of SSARs is seven years from the date of grant. The Compensation Committee of the Board of Directors establishes the period over which SSARs subject to a service condition vest and the vesting criteria for SSARs subject to a market condition. Restricted shares and restricted share units, whether time-vested or performance-based, may be issued at no cost or at a purchase price that may be below their fair market value, but are subject to forfeiture and restrictions on their sale or other transfer. Performance-based awards may be conditioned upon the attainment of specified performance objectives and other conditions, restrictions, and contingencies. Restricted shares and restricted share units have the right to receive dividends, or dividend equivalents in the case of restricted share units, if any, upon vesting, subject to the same forfeiture provisions that apply to the underlying awards. We record compensation expense related to 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 shares is based on the closing price of our common shares on the grant date. Under the 2020 Plan, the fair value of performance shares is based on the closing price of our common shares on the settlement date of the performance award, which is consistent with our annual bonus incentive plan as approved by the Compensation Committee of the Board of Directors. The fair value of SSARs subject to a service condition 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. The fair value of SSARs subject to a market condition is estimated using a Lattice option pricing model that utilizes a binary tree and includes multiple assumptions including the 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 Consolidated Statements of Operations for fiscal 2021, 2020 and 2019:
| Year Ended March 31, |
(In thousands) | 2021 |  |  | 2020 |  |  | 2019 |
Product development |  | 21,634 |  |  |  | 2,241 |  |  |  | 1,478 |
Sales and marketing |  | 4,254 |  |  |  | 321 |  |  |  | 469 |
General and administrative |  | 14,206 |  |  |  | 2,643 |  |  |  | 2,429 |
Total share-based compensation expense |  | 40,093 |  |  |  | 5,205 |  |  |  | 4,376 |
Stock-Settled Stock 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 only in common shares of Agilysys. We use a Black-Scholes-Merton option pricing model to estimate the fair value of service condition SSARs. The following table summarizes the principal assumptions utilized in valuing service condition SSARs granted in fiscal 2021, 2020 and 2019:
|  | 2021 |  |  | 2020 |  |  | 2019 |
Risk-free interest rate |  |  | 0.31 | % |  | 1.38%-1.74% |  |  |  | 2.68 | %
Expected life (in years) |  | 4 |  |  | 4.5-5 |  |  | 5 |
Expected volatility |  |  | 42.99 | % |  | 31.7%-32.42% |  |  |  | 32.42 | %
Weighted-average grant date fair value |  | $ | 22.57 |  |  | $ | 10.01 |  |  | $ | 4.72 |
The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury bond whose maturity period approximates the expected life of the SSARs. The expected life is estimated using historical data representing the period of time the awards are expected to be outstanding. The estimated fair value of the SSARs granted is recognized over the vesting period of the awards utilizing the graded vesting method. Under this method, the compensation cost related to unvested amounts begins to be recognized as of the grant date. We use a Lattice option pricing model to estimate the fair value of market condition SSARs. The following table summarizes the principal assumptions utilized in valuing market condition SSARs granted in fiscal 2021 and 2020:
|  | 2021 |  |  | 2020 |
Risk-free interest rate over contractual term |  |  | 0.60 | % |  |  | 1.40 | %
Expected volatility |  |  | 40.00 | % |  |  | 31.70 | %
Suboptimal exercise factor |  | 2.50x |  |  | 3.0x |
Weighted-average grant date fair value |  | $ | 19.55 |  |  | $ | 9.60 |
The following table summarizes the activity during fiscal 2021 for SSARs awarded under the 2020 and 2016 Plans:
(In thousands, except share and per share data) |  | Number of Rights |  |  | Weighted- Average Exercise Price |  |  | Remaining Contractual Term |  |  | Aggregate Intrinsic Value |
|  |  |  |  |  | (per right) |  |  | (in years) |  |  |  |  |
Outstanding at April 1, 2020 |  |  | 1,644,888 |  |  | $ | 21.07 |  |  |  |  |  |  |  |  |
Granted |  |  | 2,234,858 |  |  |  | 20.02 |  |  |  |  |  |  |  |  |
Exercised |  |  | (736,778 | ) |  |  | 18.75 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (72,207 | ) |  |  | 19.80 |  |  |  |  |  |  |  |  |
Cancelled/expired |  |  | (2,508 | ) |  |  | 14.22 |  |  |  |  |  |  |  |  |
Outstanding at March 31, 2021 |  |  | 3,068,253 |  |  | $ | 20.90 |  |  |  | 5.1 |  |  | $ | 83,038 |
Exercisable at March 31, 2021 |  |  | 1,913,692 |  |  | $ | 17.74 |  |  |  | 4.6 |  |  | $ | 57,829 |
Vested and expected to vest at March 31, 2021 |  |  | 3,068,253 |  |  | $ | 20.90 |  |  |  | 5.1 |  |  | $ | 83,038 |
The following table presents additional information related to SSARs activity during fiscal 2021, 2020 and 2019:
(In thousands) |  | 2021 |  |  | 2020 |  |  | 2019 |
Compensation expense |  | $ | 35,808 |  |  | $ | 1,666 |  |  | $ | 943 |
Total intrinsic value of SSARs exercised |  | $ | 25,153 |  |  | $ | 519 |  |  | $ | 907 |
Total fair value of SSARs vesting |  | $ | 31,380 |  |  | $ | 1,328 |  |  | $ | 1,165 |
As of March 31, 2021, total unrecognized share-based compensation expense related to non-vested service condition SSARs was $15.1 million, which is expected to be recognized over the weighted-average vesting period of 2.0 years. A total of 466,471 shares, net of 127,047 shares withheld to cover the employee’s minimum applicable income taxes, were issued from treasury shares to settle SSARs exercised during the twelve months ended March 31, 2021. The shares withheld were returned to treasury shares. Restricted Shares We granted shares to certain of our Directors, executives and key employees under the 2020 and 2016 Plans, the vesting of which is service-based. The following table summarizes the activity during the twelve months ended March 31, 2021 for restricted shares awarded under the 2020 and 2016 Plans:
|  | Number of Shares |  |  | Weighted- Average Grant- Date Fair Value |
|  |  |  |  |  | (per share) |
Outstanding at April 1, 2020 |  |  | 178,462 |  |  | $ | 19.89 |
Granted |  |  | 145,210 |  |  |  | 45.97 |
Vested |  |  | (159,905 | ) |  |  | 28.72 |
Forfeited |  |  | (31,569 | ) |  |  | 20.68 |
Outstanding at March 31, 2021 |  |  | 132,198 |  |  | $ | 37.67 |
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. During fiscal 2021, a total of 132,444 shares, net of 28,330 shares withheld from the vested restricted shares to cover the employee's minimum applicable income taxes, were issued from treasury. The shares withheld were returned to treasury shares. The following table presents additional information related to restricted stock activity during fiscal years 2021, 2020, and 2019:
(In thousands) |  | 2021 |  |  | 2020 |  |  | 2019 |
Compensation expense |  | $ | 4,285 |  |  | $ | 3,385 |  |  | $ | 2,803 |
Total fair value of restricted share vesting |  | $ | 7,669 |  |  | $ | 4,004 |  |  | $ | 4,383 |
As of March 31, 2021, total unrecognized share-based compensation expense related to non-vested restricted stock was $4.0 million, which is expected to be recognized over a weighted-average vesting period of 1.9 years. We do not include restricted stock in the calculation of earnings per share until the shares are vested. Performance Shares The following table summarizes the activity during fiscal 2021 for performance shares awarded under the 2016 Plan:
|  | Number of Shares |  |  | Weighted- Average Grant- Date Fair Value |
|  |  |  |  |  | (per share) |
Outstanding at April 1, 2020 |  |  | 30,120 |  |  | $ | 22.41 |
Granted |  |  | — |  |  |  | — |
Vested |  |  | (6,714 | ) |  |  | 22.41 |
Forfeited |  |  | (23,406 | ) |  |  | 22.41 |
Outstanding at March 31, 2021 |  |  | — |  |  | $ | — |
Based on the performance goals, management estimates a liability of $180,000 to be settled through the granting of performance shares under the 2020 plan after March 31, 2021. The number of shares granted will be based on the closing price of our common shares on the settlement date. As of March 31, 2021, total share-based compensation expense related to performance shares has been fully recognized. The following table presents additional information related to performance share activity during fiscal 2021, 2020 and 2019:
(In thousands) |  | 2021 |  |  | 2020 |  |  | 2019 |
Compensation expense |  | $ | 180 |  |  | $ | 153 |  |  | $ | 630 |
Total fair value of performance share vesting |  | $ | 115 |  |  | $ | 513 |  |  |  | 243 |
Once attainment of the performance goals becomes probable, compensation expense related to performance share awards is recognized ratably over the vesting period based upon the closing market price of our common shares on the grant date.

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