Pay vs Performance Disclosure
|
12 Months Ended |
|
Mar. 31, 2023
USD ($)
$ / shares
|
Mar. 31, 2022
USD ($)
$ / shares
|
Mar. 31, 2021
USD ($)
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Pay vs Performance [Table Text Block] |
|
PAY
VERSUS PERFORMANCE
As
discussed in our Compensation Disclosure and Analysis, our executive compensation program is designed to reflect a strong focus
on pay-for-performance to align our executives’ interests with those of our shareholders. As required by Item 402(v) of
Regulation S-K, we are providing information about the relationship between executive “compensation actually paid”
(CAP) computed in accordance with Item 402(v) of Regulation S-K and certain financial performance metrics of the Company.
The
Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Tabular
List of Performance Measures
While
we utilize several performance measures to align executive compensation with our performance, not all of these measures are presented
in the Pay Versus Performance table shown below.
We
consider achievements related to the following metrics to be the most important links between performance and the compensation
paid to our named executive officers for the most recently completed fiscal year:
 |
Revenue
|
| |
|
 |
Adjusted
EBITDA |
| |
|
 |
Subscription-Based
Annual Recurring Revenue |
| |
|
 |
Gross
Margin |
| |
|
 |
Stock
Price |
| |
|
|
Average |
|
Value
of Initial Fixed $100 |
|
|
| |
|
|
Summary |
Average |
Investment
Based on: |
|
|
| |
Summary |
|
Compensation |
Compensation |
|
|
|
|
| |
Compensation |
Compensation |
Table
Total for |
Actually
Paid to |
|
|
Net
Income |
|
| Fiscal |
Table
Total for |
Actually
Paid to |
Non-PEO
NEOs |
Non-PEO
NEOs3 |
Company |
Peer
Group |
($)
(in |
Stock
Price6 |
| Year1 |
PEO
($) |
PEO2
($) |
($) |
($) |
TSR4
($) |
TSR5
($) |
thousands) |
($) |
| 2023 |
1,635,508 |
613,584 |
698,916 |
469,781 |
17 |
439 |
(37,943) |
1.15 |
| 2022 |
2,526,902 |
(2,063,248) |
1,437,464 |
467,884 |
33 |
468 |
(32,280) |
2.27 |
| 2021 |
2,989,619 |
9,101,583 |
919,011 |
2,232,959 |
115 |
332 |
(35,459) |
8.33 |
1 |
Mr.
Lerner served as our Chief Executive Officer and our principal executive officer (PEO)
through the entire reporting period. The named executive officers included in the non-PEO
named executive officer (NEO) average for each year are as follows:
• Fiscal
2023: Kenneth P. Gianella, Brian E. Cabrera, John Hurley, Lewis W. Moorehead, and J. Michael Dodson
• Fiscal
year 2022: J. Michael Dodson, Brian E. Cabrera, John Hurley, and Lewis W. Moorehead
• Fiscal
year 2021: J. Michael Dodson, Regan J. MacPherson, Elizabeth P. King, and Lewis W. Moorehead
|
| 2 |
See Table A for the explanation of adjustments
to the Summary Compensation Table totals to derive CAP for Mr. Lerner as 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. Lerner during the applicable year. |
| 3 |
See Table B for the explanation of adjustments
to the Summary Compensation Table totals to derive the average CAP for our non-PEO NEOs as computed in accordance with Item 402(v) of
Regulation S-K. |
| 4 |
Represents the Company’s common stock cumulative
total shareholder return (TSR) on a fixed investment of $100 over the fiscal year starting from the market close on the last trading
day of fiscal 2020 (March 31, 2020) through the end of each applicable fiscal year in the table. |
| 5 |
Represents the cumulative TSR of the S&P
500 Technology Hardware & Peripherals Index on a fixed investment of $100 over the fiscal year starting from the market close on
the last trading day of fiscal 2020 through the end of each applicable fiscal year in the table. |
| 6 |
As noted in our Compensation Disclosure and Analysis,
for Fiscal 2023 the Committee determined that the Company’s common stock price continues to be viewed as a key metric of our business
performance and aligned with long term shareholder value creation. Values listed reflect the Company’s common stock price at market
close on March 31 of each fiscal year. |
Table
A
|
PEO
|
| |
|
|
|
Fiscal
Year |
Fiscal
Year |
| |
|
|
Fiscal
2023 |
2022 |
2021 |
| |
Summary
Compensation Table – Total Compensation |
(a) |
$1,635,508 |
$2,526,902 |
$2,989,619 |
| - |
(Minus)
Grant Date Fair Value of Equity Awards Granted in Fiscal year |
(b) |
$(953,194) |
$(1,939,820) |
$(2,013,600) |
| + |
Plus
Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Fiscal Year |
(c) |
$768,870 |
$718,000 |
$4,652,000 |
| +/- |
Plus (Minus) Change in Fair Value of
Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
(d) |
$(584,266) |
$(2,100,796) |
$2,418,732 |
| +/- |
Plus (Minus) Change in Fair Value as
of Vesting Date for Which Application Vesting Conditions Were Satisfied During Fiscal year |
(e) |
$(253,333) |
$(1,267,534) |
$1,054,832 |
| - |
(Minus)
Fair Value as of Prior Fiscal Year End That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
(f) |
- |
- |
- |
| = |
Compensation
Actually Paid |
|
$613,584 |
$(2,063,248) |
$9,101,583 |
| (a) |
Represents Total Compensation as reported in
the Summary Compensation Table for the indicated fiscal year. |
| (b) |
Represents the aggregate grant date fair value
of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718.
|
| (c) |
Represents the aggregate fair value as of the
indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year,
computed in accordance with FASB ASC 718. |
| (d) |
Represents the aggregate change in fair value
during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of
the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions,
based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| (e) |
Represents the aggregate change in fair value,
measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in
a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (f) |
Represents the aggregate fair value as of the
last day of the prior fiscal year of the PEO’s stock awards and option awards that were granted in a prior fiscal year and which
failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
Table
B
|
NEO Average
|
| |
|
|
|
Fiscal
Year |
Fiscal
Year |
| |
|
|
Fiscal
2023 |
2022 |
2021 |
| |
Summary
Compensation Table – Total Compensation |
(a) |
$698,916 |
$1,437,464 |
$919,011 |
| - |
(Minus)
Grant Date Fair Value of Equity Awards Granted in Fiscal year |
(b) |
$(310,778) |
$(684,225) |
$(420,535) |
| + |
Plus
Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Fiscal Year |
(c) |
$238,218 |
$332,569 |
$966,038 |
| +/- |
Plus
(Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Plus (Minus) Change in Fair Value of Outstanding and
Unvested Equity Awards Granted in Prior Fiscal Years (d) $(100,083) Granted in Prior Fiscal Years |
(d) |
$(100,083) |
$(475,494) |
$526,285 |
| +/- |
Plus (Minus) Change in Fair Value as
of Vesting Date of Equity Awards Granted in Prior Fiscal years for Which Application Vesting Conditions Were Satisfied During
Fiscal year |
(e) |
$(56,493) |
$(142,429) |
$242,161 |
| - |
(Minus)
Fair Value as of Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year |
(f) |
- |
- |
- |
| = |
Compensation
Actually Paid |
|
$469,781 |
$467,884 |
$2,232,959 |
| (a) |
Represents the average Total Compensation as
reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.
|
| (b) |
Represents the average aggregate grant date fair
value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with
FASB ASC 718.
|
| (c) |
Represents the average aggregate fair value as
of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards and option awards granted during such
fiscal year, computed in accordance with FASB ASC 718. |
| (d) |
Represents the average aggregate change in fair
value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the reported NEOs as of
the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting
conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| (e) |
Represents the average aggregate change in fair
value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the reported NEOs that
was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (f) |
Represents the average aggregate fair value as
of the last day of the prior fiscal year of the reported NEOs’ stock awards and option awards that were granted in a prior fiscal
year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
|
|
|
| Company Selected Measure Name |
|
Stock
Pric
|
|
|
| PEO Total Compensation Amount |
[1],[2] |
$ 1,635,508
|
$ 2,526,902
|
$ 2,989,619
|
| PEO Actually Paid Compensation Amount |
[1],[3] |
$ 613,584
|
(2,063,248)
|
9,101,583
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
Table
A
|
PEO
|
| |
|
|
|
Fiscal
Year |
Fiscal
Year |
| |
|
|
Fiscal
2023 |
2022 |
2021 |
| |
Summary
Compensation Table – Total Compensation |
(a) |
$1,635,508 |
$2,526,902 |
$2,989,619 |
| - |
(Minus)
Grant Date Fair Value of Equity Awards Granted in Fiscal year |
(b) |
$(953,194) |
$(1,939,820) |
$(2,013,600) |
| + |
Plus
Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Fiscal Year |
(c) |
$768,870 |
$718,000 |
$4,652,000 |
| +/- |
Plus (Minus) Change in Fair Value of
Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
(d) |
$(584,266) |
$(2,100,796) |
$2,418,732 |
| +/- |
Plus (Minus) Change in Fair Value as
of Vesting Date for Which Application Vesting Conditions Were Satisfied During Fiscal year |
(e) |
$(253,333) |
$(1,267,534) |
$1,054,832 |
| - |
(Minus)
Fair Value as of Prior Fiscal Year End That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
(f) |
- |
- |
- |
| = |
Compensation
Actually Paid |
|
$613,584 |
$(2,063,248) |
$9,101,583 |
| (a) |
Represents Total Compensation as reported in
the Summary Compensation Table for the indicated fiscal year. |
| (b) |
Represents the aggregate grant date fair value
of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718.
|
| (c) |
Represents the aggregate fair value as of the
indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year,
computed in accordance with FASB ASC 718. |
| (d) |
Represents the aggregate change in fair value
during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of
the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions,
based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| (e) |
Represents the aggregate change in fair value,
measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in
a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (f) |
Represents the aggregate fair value as of the
last day of the prior fiscal year of the PEO’s stock awards and option awards that were granted in a prior fiscal year and which
failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1],[4] |
$ 698,916
|
1,437,464
|
919,011
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[1],[5],[6] |
$ 469,781
|
467,884
|
2,232,959
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
Table
B
|
NEO Average
|
| |
|
|
|
Fiscal
Year |
Fiscal
Year |
| |
|
|
Fiscal
2023 |
2022 |
2021 |
| |
Summary
Compensation Table – Total Compensation |
(a) |
$698,916 |
$1,437,464 |
$919,011 |
| - |
(Minus)
Grant Date Fair Value of Equity Awards Granted in Fiscal year |
(b) |
$(310,778) |
$(684,225) |
$(420,535) |
| + |
Plus
Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Fiscal Year |
(c) |
$238,218 |
$332,569 |
$966,038 |
| +/- |
Plus
(Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Plus (Minus) Change in Fair Value of Outstanding and
Unvested Equity Awards Granted in Prior Fiscal Years (d) $(100,083) Granted in Prior Fiscal Years |
(d) |
$(100,083) |
$(475,494) |
$526,285 |
| +/- |
Plus (Minus) Change in Fair Value as
of Vesting Date of Equity Awards Granted in Prior Fiscal years for Which Application Vesting Conditions Were Satisfied During
Fiscal year |
(e) |
$(56,493) |
$(142,429) |
$242,161 |
| - |
(Minus)
Fair Value as of Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year |
(f) |
- |
- |
- |
| = |
Compensation
Actually Paid |
|
$469,781 |
$467,884 |
$2,232,959 |
| (a) |
Represents the average Total Compensation as
reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.
|
| (b) |
Represents the average aggregate grant date fair
value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with
FASB ASC 718.
|
| (c) |
Represents the average aggregate fair value as
of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards and option awards granted during such
fiscal year, computed in accordance with FASB ASC 718. |
| (d) |
Represents the average aggregate change in fair
value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the reported NEOs as of
the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting
conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| (e) |
Represents the average aggregate change in fair
value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the reported NEOs that
was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (f) |
Represents the average aggregate fair value as
of the last day of the prior fiscal year of the reported NEOs’ stock awards and option awards that were granted in a prior fiscal
year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
|
Actual
Compensation Paid vs.
Total
Shareholder Return
|
|
| |
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Net Income [Text Block] |
|
|
Actual Compensation Paid vs.
Net Income
|
|
| |
|
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
|
|
Actual
Compensation Paid vs.
Stock
Price
|
|
| |
|
|
|
|
|
|
|
| Tabular List [Table Text Block] |
|
Tabular
List of Performance Measures
While
we utilize several performance measures to align executive compensation with our performance, not all of these measures are presented
in the Pay Versus Performance table shown below.
We
consider achievements related to the following metrics to be the most important links between performance and the compensation
paid to our named executive officers for the most recently completed fiscal year:
| |
Revenue
|
| |
|
| |
Adjusted
EBITDA |
| |
|
| |
Subscription-Based
Annual Recurring Revenue |
| |
|
| |
Gross
Margin |
| |
|
| |
Stock
Price |
|
|
|
| Total Shareholder Return Amount |
[1],[7] |
$ 17
|
33
|
115
|
| Peer Group Total Shareholder Return Amount |
[1],[8] |
439
|
468
|
332
|
| Net Income (Loss) |
[1] |
$ (37,943,000)
|
$ (32,280,000)
|
$ (35,459,000)
|
| Company Selected Measure Amount |
[1],[9] |
1.15
|
2.27
|
8.33
|
| PEO [Member] | (Minus) Grant Date Fair Value of Equity Awards Granted in Fiscal year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[10] |
$ (953,194)
|
$ (1,939,820)
|
$ (2,013,600)
|
| PEO [Member] | Plus Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[11] |
768,870
|
718,000
|
4,652,000
|
| PEO [Member] | Plus (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[12] |
(584,266)
|
(2,100,796)
|
2,418,732
|
| PEO [Member] | Plus (Minus) Change in Fair Value as of Vesting Date for Which Application Vesting Conditions Were Satisfied During Fiscal year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[13] |
(253,333)
|
(1,267,534)
|
1,054,832
|
| PEO [Member] | (Minus) Fair Value as of Prior Fiscal Year End That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[14] |
|
|
|
| PEO [Member] | Mr. Lerner |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Mr.
Lerner
|
|
|
| Non-PEO NEO [Member] | (Minus) Grant Date Fair Value of Equity Awards Granted in Fiscal year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[15] |
$ (310,778)
|
(684,225)
|
(420,535)
|
| Non-PEO NEO [Member] | Plus Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[16] |
238,218
|
332,569
|
966,038
|
| Non-PEO NEO [Member] | Plus (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Plus (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years (d) $(100,083) Granted in Prior Fiscal Years |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[5] |
(100,083)
|
(475,494)
|
526,285
|
| Non-PEO NEO [Member] | Plus (Minus) Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal years for Which Application Vesting Conditions Were Satisfied During Fiscal year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[17] |
(56,493)
|
(142,429)
|
242,161
|
| Non-PEO NEO [Member] | (Minus) Fair Value as of Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[18] |
|
|
|
| Non-PEO NEO [Member] | Kenneth P. Gianella |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Kenneth P. Gianella
|
|
|
| Non-PEO NEO [Member] | Brian E. Cabrera |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Brian E. Cabrera
|
Brian E. Cabrera
|
|
| Non-PEO NEO [Member] | John Hurley |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
John Hurley
|
John Hurley
|
|
| Non-PEO NEO [Member] | Lewis W. Moorehead |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Lewis W. Moorehead
|
Lewis W. Moorehead
|
Lewis W. Moorehead
|
| Non-PEO NEO [Member] | J. Michael Dodson |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
J. Michael Dodson
|
J. Michael Dodson
|
J. Michael Dodson
|
| Non-PEO NEO [Member] | Regan J. MacPherson |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
|
|
Regan J. MacPherson
|
| Non-PEO NEO [Member] | Elizabeth P. King |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
|
|
Elizabeth P. King
|
| Measure [Axis]: 1 |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Measure Name |
|
Revenue
|
|
|
| Measure [Axis]: 2 |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Measure Name |
|
Adjusted
EBITDA
|
|
|
| Measure [Axis]: 3 |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Measure Name |
|
Subscription-Based
Annual Recurring Revenue
|
|
|
| Measure [Axis]: 4 |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Measure Name |
|
Gross
Margin
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| Measure [Axis]: 5 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Stock
Price
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