XML 102 R2.htm IDEA: XBRL DOCUMENT v3.24.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
 
This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and
non-PEO
NEOs and certain financial performance measures of the Company for the fiscal years listed below. As newly required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the “Compensation Discussion and Analysis.”
 
Year
  
 Summary 
 Compensation 
 Table Total for 
 PEO
1
 
  
 Compensation 
 Actually Paid to 
 PEO
2
 
  
 Average 
 Summary 
 Compensation 
 Table Total for 
Non-PEO 

NEOs
3
 
  
 Average 
 Compensation 
 Actually Paid to 
Non-PEO 

 NEOs
4
 
  
Value of Initial Fixed $100
Investment Based On:
  
 Net 
 Income 
 (millions)
7
 
  
 Non- 
 GAAP 
 EPS
8
 
 
 Total 
 Shareholder 
 Return
5
 
  
Peer Group 
Total 
Shareholder 
Return
6
 
(a)
   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)
2024
   $2,852,966   $520,595   $1,557,480   $339,596   $92.27   $171.22  
($
147.7
)
   $2.20
2023
   $4,509,598   $3,588,493   $2,342,272   $1,866,383   $121.04   $135.40   $59.6   $2.18
2022
   $3,908,422   $4,553,782   $2,077,840   $2,418,447   $135.53   $161.07   $35.9   $1.84
2021
   $2,926,747   $3,528,997   $1,547,070   $1,864,924   $118.97   $156.36   $19.4   $1.70
 
1
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Singhal (our Chairman, President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table for Fiscal Year 2024.”
 
2
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Singhal, as defined and computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Singhal during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to Mr. Singhal’s total compensation for each fiscal year to determine the compensation actually paid:
 
Year  
  
Reported  
Summary Compensation  
Table Total for PEO  
  
Reported  
Value of Equity Awards
(a)
  
  
Equity  
Award Adjustments
(b)
  
  
Compensation Actually  
Paid to PEO
(c)
  
2024  
   $2,852,966     ($1,830,096)     ($502,275)    
$520,595  
2023  
   $4,509,598     ($2,901,420)     $1,980,315    
$3,588,493  
2022  
   $3,908,422     ($2,504,520)     $3,149,880    
$4,553,782  
2021  
   $2,926,747     ($1,653,000)     $2,255,250    
$3,528,997  
 
  (a)
Represents the grant date fair value of equity awards granted in each fiscal year presented, as reported in the “Stock Awards” column of the Summary Compensation Table.
 
  (b)
The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following:
 
  (i)
the
year-end
fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
 
  (ii)
the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable fiscal year;
 
  (iii)
for awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date;
 
  (iv)
for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;
 
  (v)
for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
 
  (vi)
the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year.
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
                              
                              
                              
                              
                              
                              
                              
Year
  
(i)
 
Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
  
(ii)
 
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
  
(iii)
 
Fair
Value as
of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year
  
(iv)
 
Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
  
(v)
 
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
  
(vi)
 
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
  
Total
Equity
Award
Adjustments
2024
   $1,144,800   ($1,574,505)   $0   ($72,570)   $0   $0   ($502,275)
2023
   $2,160,900   ($351,225)   $0   $170,640   $0   $0   $1,980,315
2022
   $2,747,880   $352,800   $0   $49,200   $0   $0   $3,149,880
2021
   $1,689,600   $404,100   $0   $161,550   $0   $0   $2,255,250
 
  (c)
Mr. Singhal has reached the maximum years of service credited under his pension benefits and thus we did not recognize a service cost for him during any of the covered fiscal years. Accordingly, while the present value of accumulated pension benefits for Mr. Singhal has declined since last year as a result of a decrease in healthcare costs and a change in the discount rate applied, there has been no reported change in the actuarial present value of Mr. Singhal’s pension benefits in the last three fiscal years and consequently, no pension benefit adjustments have been made in determining the compensation actually paid to Mr. Singhal during any of the covered fiscal years.
 
3
The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding Mr. Singhal) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The names of each of the NEOs (excluding Mr. Singhal) included for purposes of calculating the average amounts in each applicable year are as follows: Michael Szabados, Jean Bua, and John W. Downing.
 
4
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Singhal), as defined and computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Singhal) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Singhal) for each fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:
 
Year 
  
Average 
Reported 
Summary 
Compensation 
Table Total for 
Non-PEO NEOs 
  
Average 
Reported 
Value of Equity 
Awards 
  
Average 
Equity 
Award 
Adjustments
(a)
 
  
Average 
Compensation 
Actually Paid 
to
Non-PEO 
NEOs 
2024 
   $1,557,480    ($965,884)    ($252,000)   
$339,596 
2023 
   $2,342,272    ($1,504,005)    $1,028,116   
$1,866,383 
2022 
   $2,077,840    ($1,321,830)    $1,662,437   
$2,418,447 
2021 
   $1,547,070    ($872,417)    $1,190,271   
$1,864,924 
 
 
  (a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
Year 
(i)
 
Average
Year End
Fair Value
of Equity
Awards
(ii)
 
Year over
Year
Average
Change in
Fair Value
of
Outstanding
and
Unvested
Equity
Awards
(iii)
 
Average
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year
(iv)
 
Year over
Year
Average
Change in
Fair Value
of Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
(v)
 
Average
Fair Value
at the End
of the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
(vi)
 
Average Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total
Average
Equity
Award
Adjustments
2024 
 $604,200 ($817,899) $0 ($38,301) $0 $0 ($252,000)
2023 
 $1,123,425 ($185,369) $0 $90,060 $0 $0 $1,028,116
2022 
 $1,450,270 $186,200 $0 $25,967 $0 $0 $1,662,437
2021 
 $891,733 $213,275 $0 $85,263 $0 $0 $1,190,271
 
5
Cumulative total shareholder return, or TSR, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
 
6
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq U.S. Benchmark Computer Services TR Index.
 
7
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.
 
8
Non-GAAP EPS refers to the Company’s diluted EPS as adjusted to eliminate the GAAP effects of: (i) acquisitions by adding back deferred revenue revaluation and removing expenses related to the amortization of acquired intangible assets; (ii) share-based compensation; (iii) acquisition related-depreciation; (iv) compensation for post-combination services; (v) business development and integration costs; (vi) restructuring charges; (vii) goodwill impairment (viii) legal (benefit) expense related to civil judgments; (ix) gain on divestiture of a business; (x) loss on extinguishment of debt; (xi) change in fair value of contingent consideration; and (xii) change in fair value of derivative instrument, all net of related income tax effects. The Company has determined that non-GAAP EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance.
     
Company Selected Measure Name Non-GAAP EPS      
Named Executive Officers, Footnote The names of each of the NEOs (excluding Mr. Singhal) included for purposes of calculating the average amounts in each applicable year are as follows: Michael Szabados, Jean Bua, and John W. Downing.      
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq U.S. Benchmark Computer Services TR Index.      
PEO Total Compensation Amount $ 2,852,966 $ 4,509,598 $ 3,908,422 $ 2,926,747
PEO Actually Paid Compensation Amount $ 520,595 3,588,493 4,553,782 3,528,997
Adjustment To PEO Compensation, Footnote
2
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Singhal, as defined and computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Singhal during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to Mr. Singhal’s total compensation for each fiscal year to determine the compensation actually paid:
 
Year  
  
Reported  
Summary Compensation  
Table Total for PEO  
  
Reported  
Value of Equity Awards
(a)
  
  
Equity  
Award Adjustments
(b)
  
  
Compensation Actually  
Paid to PEO
(c)
  
2024  
   $2,852,966     ($1,830,096)     ($502,275)    
$520,595  
2023  
   $4,509,598     ($2,901,420)     $1,980,315    
$3,588,493  
2022  
   $3,908,422     ($2,504,520)     $3,149,880    
$4,553,782  
2021  
   $2,926,747     ($1,653,000)     $2,255,250    
$3,528,997  
 
  (a)
Represents the grant date fair value of equity awards granted in each fiscal year presented, as reported in the “Stock Awards” column of the Summary Compensation Table.
 
  (b)
The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following:
 
  (i)
the
year-end
fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
 
  (ii)
the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable fiscal year;
 
  (iii)
for awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date;
 
  (iv)
for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;
 
  (v)
for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
 
  (vi)
the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year.
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
                              
                              
                              
                              
                              
                              
                              
Year
  
(i)
 
Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
  
(ii)
 
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
  
(iii)
 
Fair
Value as
of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year
  
(iv)
 
Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
  
(v)
 
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
  
(vi)
 
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
  
Total
Equity
Award
Adjustments
2024
   $1,144,800   ($1,574,505)   $0   ($72,570)   $0   $0   ($502,275)
2023
   $2,160,900   ($351,225)   $0   $170,640   $0   $0   $1,980,315
2022
   $2,747,880   $352,800   $0   $49,200   $0   $0   $3,149,880
2021
   $1,689,600   $404,100   $0   $161,550   $0   $0   $2,255,250
 
  (c)
Mr. Singhal has reached the maximum years of service credited under his pension benefits and thus we did not recognize a service cost for him during any of the covered fiscal years. Accordingly, while the present value of accumulated pension benefits for Mr. Singhal has declined since last year as a result of a decrease in healthcare costs and a change in the discount rate applied, there has been no reported change in the actuarial present value of Mr. Singhal’s pension benefits in the last three fiscal years and consequently, no pension benefit adjustments have been made in determining the compensation actually paid to Mr. Singhal during any of the covered fiscal years.
     
Non-PEO NEO Average Total Compensation Amount $ 1,557,480 2,342,272 2,077,840 1,547,070
Non-PEO NEO Average Compensation Actually Paid Amount $ 339,596 1,866,383 2,418,447 1,864,924
Adjustment to Non-PEO NEO Compensation Footnote
4
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Singhal), as defined and computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Singhal) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Singhal) for each fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:
 
Year 
  
Average 
Reported 
Summary 
Compensation 
Table Total for 
Non-PEO NEOs 
  
Average 
Reported 
Value of Equity 
Awards 
  
Average 
Equity 
Award 
Adjustments
(a)
 
  
Average 
Compensation 
Actually Paid 
to
Non-PEO 
NEOs 
2024 
   $1,557,480    ($965,884)    ($252,000)   
$339,596 
2023 
   $2,342,272    ($1,504,005)    $1,028,116   
$1,866,383 
2022 
   $2,077,840    ($1,321,830)    $1,662,437   
$2,418,447 
2021 
   $1,547,070    ($872,417)    $1,190,271   
$1,864,924 
 
 
  (a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
Year 
(i)
 
Average
Year End
Fair Value
of Equity
Awards
(ii)
 
Year over
Year
Average
Change in
Fair Value
of
Outstanding
and
Unvested
Equity
Awards
(iii)
 
Average
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year
(iv)
 
Year over
Year
Average
Change in
Fair Value
of Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
(v)
 
Average
Fair Value
at the End
of the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
(vi)
 
Average Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total
Average
Equity
Award
Adjustments
2024 
 $604,200 ($817,899) $0 ($38,301) $0 $0 ($252,000)
2023 
 $1,123,425 ($185,369) $0 $90,060 $0 $0 $1,028,116
2022 
 $1,450,270 $186,200 $0 $25,967 $0 $0 $1,662,437
2021 
 $891,733 $213,275 $0 $85,263 $0 $0 $1,190,271
      
Compensation Actually Paid vs. Total Shareholder Return LOGO      
Compensation Actually Paid vs. Net Income LOGO      
Compensation Actually Paid vs. Company Selected Measure LOGO      
Total Shareholder Return Vs Peer Group LOGO      
Tabular List, Table
Tabular list of Financial Performance Measures
 
As described in greater detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable
pay-for-performance
philosophy. The performance measures that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
 
  •  
Non-GAAP
EPS
  •  
Total
Non-GAAP
Revenue
  •  
Non-GAAP
Cyber Security Revenue Growth
  •  
Relative TSR Compared to the Russell 2000 Index
     
Total Shareholder Return Amount $ 92.27 121.04 135.53 118.97
Peer Group Total Shareholder Return Amount 171.22 135.4 161.07 156.36
Net Income (Loss) $ (147,700,000) $ 59,600,000 $ 35,900,000 $ 19,400,000
Company Selected Measure Amount 2.2 2.18 1.84 1.7
PEO Name Mr. Singhal      
Measure:: 1        
Pay vs Performance Disclosure        
Name Non-GAAP EPS      
Non-GAAP Measure Description The Company has determined that non-GAAP EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Total Non-GAAP Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Non-GAAP Cyber Security Revenue Growth      
Measure:: 4        
Pay vs Performance Disclosure        
Name Relative TSR Compared to the Russell 2000 Index      
PEO | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,830,096) $ (2,901,420) $ (2,504,520) $ (1,653,000)
PEO | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (502,275) 1,980,315 3,149,880 2,255,250
PEO | Year End Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,144,800 2,160,900 2,747,880 1,689,600
PEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,574,505) (351,225) 352,800 404,100
PEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (72,570) 170,640 49,200 161,550
PEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (965,884) (1,504,005) (1,321,830) (872,417)
Non-PEO NEO | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (252,000) 1,028,116 1,662,437 1,190,271
Non-PEO NEO | Year End Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 604,200 1,123,425 1,450,270 891,733
Non-PEO NEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (817,899) (185,369) 186,200 213,275
Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (38,301) 90,060 25,967 85,263
Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0