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STOCK-BASED COMPENSATION

9 Months Ended

Dec. 31, 2024

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 6 – STOCK-BASED COMPENSATION

The 2016 TechPrecision Equity Incentive Plan, or the “2016 Plan”, is designed to reflect our commitment to having best practices in both compensation and corporate governance. The 2016 Plan provides for a share reserve of 1,250,000 shares of common stock.

The 2016 Plan authorizes the award of incentive and non-qualified stock options, restricted and unrestricted stock awards, restricted stock units, and performance awards to employees, directors, consultants, and other individuals who provide services to TechPrecision or its affiliates. The purpose of the 2016 Plan is to: (a) enable TechPrecision and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to share in the growth and value of the Company. Subject to adjustment as provided in the 2016 Plan, the maximum number of shares of common stock that may be issued with respect to awards under the 2016 Plan is 1,250,000 shares (inclusive of awards issued under the 2006 Long-Term Incentive Plan, or the “2006 Plan”, that remained outstanding as of the effective date of the 2016 Plan). Shares of our common stock subject to awards that expire unexercised or are otherwise forfeited shall again be available for awards under the 2016 Plan.

As of December 31, 2024, there were 214,207 shares available for grant under the 2016 Plan. The following table summarizes information about options granted during the most recently completed periods:


										Weighted
										Average
				Weighted			Aggregate			Remaining
		Number Of		Average			Intrinsic			Contractual Life
		Options		Exercise Price			Value			(in years)
Outstanding, vested, and exercisable at March 31, 2024		542,500		$	1.53		$	1,129		2.93
Outstanding, vested, and exercisable at December 31, 2024		542,500		$	1.53		$	1,151		2.28

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on the last trading day of the third quarter of fiscal 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options as of December 31, 2024. This amount changes based on the fair market value of the Company’s common stock. The maximum contractual term is ten years for option grants. Other information relating to stock options outstanding as of December 31, 2024 is as follows:


				Weighted
		Options		Average		Options o/s			Exercisable
		Outstanding		Remaining		Weighted			Weighted
		And		Contractual		Average			Average
Range of Exercise Prices:		Exercisable		Term		Exercise Price			Exercise Price
$0.01-$0.99		192,500		0.61		$	0.32		$	0.32
$2.00-$2.99		350,000		2.42		$	2.19		$	2.19
Total		542,500

Restricted Stock Awards

On August 3, 2023, we issued 15,000 shares of restricted common stock to our principal financial officer. Under the terms of the employment agreement, provided employment with the Company continues from the grant date through the applicable vesting dates, 5,000 shares of the restricted stock will vest on each of the first, second, and third anniversaries of the effective employment date of July 17, 2023. Fair value of $111 was measured on the date of grant based on the number of shares expected to vest and the quoted market price of the Company’s common stock. Stock-based compensation expense will be recognized ratably over the vesting period. Total recognized compensation cost related to this award for the nine months ended December 31, 2024, was $28. On December 31, 2024, there was $83 of remaining unrecognized compensation cost related to this award which is expected to be recognized over the next eighteen months.

On November 26, 2024, we issued 45,000 shares of restricted common stock to our principal financial officer. Under the terms of the employment agreement, provided employment with the Company continues from the grant date through the applicable vesting dates, 15,000 shares of the restricted stock will vest on each of the first, second, and third anniversaries of the effective employment date of September 30, 2024. Fair value of $149 was measured on the date of grant based on the number of shares expected to vest and the quoted market price of the Company’s common stock. Stock-based compensation expense will be recognized ratably over the vesting period. Total recognized compensation cost related to this award for the nine months ended December 31, 2024, was $12. Employment ended in February 2025. As such, all of the shares will be canceled and returned to the pool of shares authorized for issuance under the 2016 stock option plan. As of December 31, 2024, there was $8 of unrecognized compensation cost related to this award.