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Share-based Payments

12 Months Ended

Mar. 31, 2025

19. Share-based Payments

2022 Incentive Award Plan (the “2022 Plan”)

In September 2022, the Company’s shareholders approved the 2022 Incentive Award Plan (the “2022 Plan”). Under the 2022 Plan, a total of 924,200 shares of the Company’s common stock were reserved for grants to its employees, non-employee directors, and consultants. In September 2024, the shareholders approved an amendment to the 2022 Plan that increased the number of shares of common stock reserved for grant under the 2022 Plan from 924,200 to 2,655,200. At March 31, 2025 and 2024, respectively, there were (i) 130,933 and 132,133 options to purchase shares of common stock outstanding, (ii) 452,531 and 100,624 shares of restricted stock units outstanding, and (iii) 644,679 and 581,227 shares of performance stock units outstanding under the 2022 Plan. There were 1,516,084 and 435,825 shares of common stock available for grant under the 2022 Plan at March 31, 2025 and 2024, respectively.

2010 Incentive Award Plan

At March 31, 2025 and 2024, respectively, there were (i) 52,842 and 140,299 shares of restricted stock units outstanding, (ii) 922,628 and 975,884 options to purchase shares of common stock outstanding, and (iii) 119,708 and 192,696 shares of performance stock units outstanding under the 2010 Incentive Award Plan. No shares of common stock remain available for grant under this plan.

Stock Options

The Company did not grant any stock options during the years ended March 31, 2025 or 2023, and options to purchase 132,133 shares of common stock were granted during the year ended March 31, 2024. The following summarizes the Black-Scholes option-pricing model assumptions used to derive the weighted average fair value of the stock options granted during the year ended March 31, 2024.


	Year Ended March 31,
	2024
Weighted average risk free interest rate		4.53	%
Weighted average expected holding period (years)		6.57
Weighted average expected volatility		51.29	%
Weighted average expected dividend yield		-
Weighted average fair value of options granted	$	3.75

The following is a summary of stock option transactions:


	Number of		Weighted Average
	Shares		Exercise Price
Outstanding at March 31, 2024	1,108,017		$	20.29
Forfeited/Cancelled	(17,723	)	$	20.13
Expired	(36,733	)	$	22.93
Outstanding at March 31, 2025	1,053,561		$	20.20

At March 31, 2025, options to purchase 87,288 shares of common stock were unvested at the weighted average exercise price of $9.32.

No options were exercised during the years ended March 31, 2025 and 2024. The pre-tax intrinsic value of options exercised during the year ended March 31, 2023 was $2,427,000 based on the market value of the Company’s common stock at March 31, 2023. The total fair value of stock options vested during the years ended March 31, 2025, 2024, and 2023 was $164,000, $324,000, and $1,140,000, respectively.

The following summarizes information about the options outstanding at March 31, 2025:


	Options Outstanding							Options Exercisable
Range of Exercise price		Shares		Weighted Average Exercise Price	Weighted Average Remaining Life In Years		Aggregate Intrinsic Value		Shares		Weighted Average Exercise Price	Weighted Average Remaining Life In Years		Aggregate Intrinsic Value
$9.32 to $17.38		334,524	$	12.97	6.45	$	24,000		247,236	$	14.26	5.73	$	8,000
$19.00 to $22.73		404,213		19.58	3.78				404,213		19.58	3.78
$25.21 to $27.40		125,800		27.33	2.22				125,800		27.33	2.22
$28.68 to $31.13		189,024		29.59	0.95				189,024		29.59	0.95
		1,053,561	$	20.20	3.93	$	24,000		966,273	$	21.19	3.52	$	8,000

The aggregate intrinsic values in the above table represent the pre-tax value of all in-the-money options if all such options had been exercised on March 31, 2025 based on the Company’s closing stock price of $9.50 as of that date.

At March 31, 2025, there was $241,000 of total unrecognized compensation expense from stock-based compensation granted under the plans, which is related to non-vested shares. The compensation expense is expected to be recognized over a weighted average vesting period of 1.5 years.

Restricted Stock Units and Restricted Stock (collectively “RSUs”)

During the years ended March 31, 2025, 2024, and 2023 the Company granted 453,453, 100,624, and 229,121, respectively, of time-based vesting restricted stock units, based on the closing market price on the grant date. During the year ended March 31, 2023, the Company also granted performance-based restricted stock awards which had a threshold performance level of 33,333 shares, a target performance level of 66,667 shares, and a maximum performance level of 100,000 shares at the grant date. The estimated grant date fair value of the RSUs of $2,984,000, $800,000, and $4,430,000, for the years ended March 31, 2025, 2024, and 2023, respectively, was based on the closing market price on the date of grant. The fair value related to these awards is recognized as compensation expense over the vesting period. These awards generally vest in three equal installments beginning each anniversary from the grant date, subject to continued employment. Upon vesting, these awards may be net share settled to cover the required withholding tax with the remaining amount converted into an equivalent number of shares of common stock. Total shares withheld during the years ended March 31, 2025, 2024, and 2023 were 19,761, 42,720, and 74,854, respectively, based on the value of these awards as determined by the Company’s closing stock price on the vesting date.

The following is a summary of non-vested RSUs:


	Number of Shares		Weighted Average Grant Date Fair Value

Outstanding at March 31, 2024	240,923		$	12.23
Granted	453,453		$	6.58
Vested	(184,850	)	$	12.02
Forfeited/Cancelled	(4,153	)	$	8.81
Outstanding at March 31, 2025	505,373		$	7.26

As of March 31, 2025, there was $2,298,000 of unrecognized compensation expense related to these awards, which will be recognized over the remaining vesting period of approximately 2.0 years.

Performance Stock Units (“PSUs”)

During the year ended March 31, 2025, the Company granted 258,983 PSUs (at target performance levels), which cliff vest after a three-year performance period, subject to continued employment. The number of shares earned at the end of the three-year performance period will vary, based only on actual performance, from 0% to 150% of the target number of PSUs granted depending on the Company’s total shareholder return (“TSR”) percentile rank relative to that of a peer group over the performance period. TSR is measured based on a comparison of the closing price on the first trading day of the performance period and the average closing price over the last 30 trading days of the performance period. TSR is considered a market condition because it measures the Company’s return against the performance of the Russell 3000, excluding companies classified as financials and real estate and companies with a market capitalization of more than $600 million, over a given period of time. Compensation cost is determined at the grant date and recognized on a straight-line basis over the requisite service period to the extent the conditions are deemed probable. Compensation cost related to the TSR award will not be adjusted even if the market condition is not met.

During the year ended March 31, 2024, the Company granted 585,583 PSUs, which vest, subject to continued employment, as follows: (i) if the stock price is greater than or equal to $10.00 per share, then 1/3 of the grant will vest, (ii) if the stock price is greater than or equal to $15.00 per share then the next 1/3 of the grant will vest, and (iii) if the stock price is greater than or equal to $20.00 per share then the final 1/3 of the grant will vest. Recipients are eligible to vest in between 50% and 150% of the third tranche by achieving a stock price between $17.50 and $25.00 per share (each stock price target must be met for thirty consecutive trading days). The Company calculated the fair value of these PSUs individually for each tranche using the Monte Carlo Simulation Model at the grant date. Compensation cost is recognized over the estimated derived service period. Compensation cost related to these awards will not be adjusted even if the market condition is not met.

During the years ended March 31, 2023, the Company granted 126,028 of performance-based PSUs (at target performance levels), respectively, to its executives, which typically cliff vest after three-years subject to continued employment. These awards are contingent and granted separately for each of the following metrics: adjusted EBITDA, net sales, and relative TSR. Compensation cost is determined at the grant date and recognized on a straight-line basis over the requisite service period to the extent the conditions are deemed probable. The number of shares earned at the end of the three-year period will vary, based only on actual performance, from 0% to 150% of the target number of PSUs granted. Adjusted EBITDA and net sales are considered performance conditions. The Company will reassess the probability of achieving each performance condition separately each reporting period. TSR is considered a market condition because it measures the Company’s return against the performance of the Russell 3000, excluding companies classified as financials and real estate, over a given period of time. Compensation cost related to the TSR award will not be adjusted even if the market condition is not met. The Company calculated the fair value of the PSUs for each component individually.

The fair value of PSUs subject to performance conditions is equal to the closing stock price on the grant date. The fair value of PSUs subject to a market condition is determined using the Monte Carlo simulation model. The following table summarizes the assumptions used in determining the fair value of the awards subject to market conditions:


	Year Ended March 31,
		2025			2024			2023
Risk free interest rate		4.21-4.45	%		4.32-4.35	%		3.35	%
Expected life in years		3			0.2-1.8			3
Expected volatility of MPA common stock		59.8-62.8	%		54.2-55.1	%		51.30	%
Expected average volatility of peer companies		-			-			62.70	%
Average correlation coefficient of peer companies		16.5-17.4	%		-			27.50
Expected dividend yield		-			-			-
Grant date fair value	$	8.65-8.88		$	3.57-8.37		$	16.02

Upon vesting, these awards may be net share settled to cover the required withholding tax with the remaining amount converted into an equivalent number of shares of common stock. Total shares withheld during the year ended March 31, 2025 were 75,491, based on the value of these awards as determined by the Company’s closing stock price on the vesting date. No shares were withheld during the years ended March 31, 2024 and 2023 since no PSUs were vested during those years.

The following is a summary of non-vested PSUs:


	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at March 31, 2024	773,923		$	7.73
Granted (1)	269,935		$	8.74
Vested	(225,862	)	$	7.07
Forfeited/Cancelled	(53,609	)	$	22.80
Outstanding at March 31, 2025	764,387		$	7.42

(1)

Granted includes 10,952 additional PSUs issued in connection with the vesting of the Company’s June 2021 PSU grant based on actual Company performance metrics excding target performance levels.

At March 31, 2025, there was $1,872,000 of unrecognized compensation expense related to these awards, which will be recognized over the weighted average remaining vesting period of approximately 2.1 years.