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STOCK-BASED COMPENSATION
3 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Stock Incentive Plans

The Company maintains the 2008 Plan, the 2011 Plan and the 2017 Plan for the benefit of certain non-employee directors, officers, and key employees. Under these plans, a total of 3,350,000 shares of authorized common stock have been reserved for issuance pursuant to grants approved by the Compensation Committee. At June 30, 2025, there were a total of 302,532 shares of common stock remaining available for grant under the 2017 Plan. There were no shares of common stock remaining available for grant under the 2008 or 2011 plan at June 30, 2025.

Stock options granted under these plans have a maximum term of 10 years. Service Options and Restricted Stock granted under these plans typically vest in three equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement. The performance vesting conditions associated with Performance Shares and Performance Options are further discussed below within this Note 7 to the Consolidated Financial Statements.

Stock-based compensation is recognized as provided under FASB ASC Topic 718-10 and FASB ASC Topic 505-50. FASB ASC Topic 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their grant date fair values. Stock-based compensation related to restricted stock is based on the number of shares expected to vest and the fair market value of the common stock on the grant date. Stock-based compensation related to stock option awards is based on the number of shares expected to vest and the estimated fair value of the awards on the grant date using the Black-Scholes valuation model. Under the Black-Scholes valuation method, the assumptions used to determine the fair value are expected volatility, expected life, average risk-free rate, and dividend yield, if any. The expected stock price volatility is based on the historical volatility of the Company's common stock for a period approximating the expected life. The expected life represents the period of time that options are expected to be outstanding after the grant date. The risk-free rate reflects the interest rate at grant date on zero coupon U.S. governmental bonds having a remaining life similar to the expected option term.

2018 Long-term Incentive Program and Non-Employee Director Awards

On October 15, 2018, the Compensation Committee and Board of Directors approved and adopted a long-term incentive program that seeks to motivate and reward certain employees and to align management’s interest with shareholders’ interest by focusing executives on the achievement of long-term results.

Pursuant to this program, in fiscal 2019, the Compensation Committee approved grants of Service Options, Performance Options, Restricted Stock and Performance Shares under the 2011 Plan and the 2017 Plan to certain employee directors, vice presidents of operations, vice presidents, senior vice presidents, and executive officers. Separately, the Compensation Committee approved certain grants of Service Options and Restricted Stock to certain non-employee directors of the Company.

Under the long-term incentive program, up to 100% of the shares of restricted stock subject to the Performance Shares could have vested, if at all, based on the achievement of two trailing EPS performance targets established by the Compensation Committee that are based on EPS (measured at the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2019) for the previous four calendar quarters. The Performance Shares were eligible to vest over the 2018 Performance Share Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the 2018 Performance Share Measurement Period (or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement).

The Performance Share performance targets are set forth below.
Trailing 4-Quarter EPS Targets for
September 30, 2018 through March 31, 2025
Restricted Stock Eligible for Vesting
(Percentage of Award)
$16.3540%
$20.4560%
During the second quarter of fiscal 2025, it was determined that the $20.45 Performance Share performance target was no longer probable of being achieved and that the $20.45 Performance Shares would likely be forfeited as of the last day of the performance period in accordance with their terms. As a result and in accordance with ASC 718, the Company reversed
$18.5 million in previously recognized stock-based compensation related to the $20.45 Performance Shares during the second quarter of fiscal 2025.

On March 31, 2025, 28% of the unvested $16.35 Performance Shares, or 34,415 shares, were forfeited, which resulted in a $3.5 million release of previously recognized stock-based compensation expense, resulting in EPS of $16.36 per diluted share on a rolling four-quarter basis. Following the forfeiture, the performance target associated with the remaining 72% of the $16.35 Performance Shares, or 88,497 shares, was achieved, and such shares vested on April 25, 2025 after certification of performance achievement by the Compensation Committee.

The Performance Options could have fully vested if the Company attained the trailing EPS target over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025 as described below. Such performance target was established by the Compensation Committee and were measured at the end of each calendar quarter commencing on September 30, 2019. The Performance Options were eligible to vest over the 2018 Performance Option Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the 2018 Performance Option Measurement Period or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement.

Trailing 4-Quarter EPS Targets for
September 30, 2018 through March 31, 2025
Options Eligible for Vesting
(Percentage of Award)
$25.30100%

During the second quarter of fiscal 2024, it was determined that the Performance Option performance target was no longer probable of being achieved and that the Performance Options would likely be forfeited as of the last day of the performance period in accordance with their terms. As a result and in accordance with ASC 718, the Company reversed $4.9 million in previously recognized stock-based compensation related to these Performance Options during the second quarter of fiscal 2024.

2024 and 2025 Long-term Incentive Programs and Non-Employee Director Awards

On December 18, 2024, the Compensation Committee and Board of Directors approved grants of Service Options, Performance Options, Restricted Stock and Performance Shares under the 2017 Plan to certain employee directors, vice presidents, senior vice presidents, and executive officers. Separately, the Compensation Committee approved grants of Restricted Stock to non-employee directors of the Company.

Up to 100% of the shares of restricted stock subject to the 2024 Performance Share awards will vest, if at all, based on the achievement of certain performance goals established by the Compensation Committee related to company operational performance metrics during the 2024 Performance Share Measurement Period, for which achievement must be certified by the Compensation Committee. The 2024 Performance Shares are eligible to vest over the 2024 Performance Share Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the 2024 Performance Share Measurement Period or otherwise provided under the terms of the applicable award agreement or applicable employment agreement.

Up to 100% of the 2024 Performance Options will vest, if at all, based on the achievement of certain performance goals established by the Compensation Committee related to company operational performance metrics during the 2024 Performance Option Measurement Period, for which achievement must be certified by the Compensation Committee. The 2024 Performance Options mainly vest in three equal annual installments, beginning on January 30, 2026, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement.

On June 10, 2025, the Compensation Committee and Board of Directors approved grants of Restricted Stock and Performance Shares under the 2017 Plan to certain vice presidents, senior vice presidents, and executive officers. Separately, the Compensation Committee approved grants of Restricted Stock to non-employee directors of the Company.

Up to 100% of the shares of restricted stock subject to the 2025 Performance Share awards will vest, if at all, based on the achievement of a trailing EPS performance target established by the Compensation Committee that is based on EPS for the previous four calendar quarters. The 2025 Performance Shares are eligible to vest over the 2025 Performance Share Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the 2025 Performance Share Measurement Period (or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement).
The 2025 Performance Shares performance target is set forth below.

Trailing 4-Quarter EPS Targets for
July 1, 2025 through March 31, 2027
Restricted Stock Eligible for Vesting
(Percentage of Award)
$18.40100%

Stock Options

The Company did not grant stock options during the three months ended June 30, 2025.

Option activity for the three months ended June 30, 2025 was as follows:
 SharesWeighted Average Exercise
Price
Weighted Average
Remaining
Contractual Term
Aggregate Intrinsic Value
Options outstanding, beginning of period169,154 $111.55   
Exercised during period(16,360)95.74   
Forfeited during period(1,000)111.64   
Expired during period(550)208.68   
Options outstanding, end of period151,244  2$112.91 5.6 years$8,145,272 
Options exercisable, end of period111,041 $112.94 4.2 years$6,042,366 
 
The aggregate intrinsic value reflected in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on June 30, 2025 and the exercise price, multiplied by the number of in-the-money options that are currently exercisable) that would have been received by option holders had all option holders exercised their options as of June 30, 2025. This amount will change as the market price of the common stock changes. The total intrinsic value and tax benefit of options exercised during the three month periods ended June 30, 2025 and 2024 were as follows:

Three months ended June 30,
20252024
Intrinsic value of options exercised$1,000,598 $256,797 
Tax benefit of options exercised245,147 62,915 
 
No stock options vested during the three months ended June 30, 2025. As of June 30, 2025, total unrecognized stock-based compensation expense related to non-vested stock options amounted to approximately $1.3 million, which is expected to be recognized over a weighted-average period of approximately 2.0 years.

Restricted Stock and Performance Shares

During the first three months of fiscal 2026, the Company granted 175,000 shares of restricted stock (which are equity classified) to certain vice presidents, senior vice presidents, executive officers and non-employee directors with a grant date weighted average fair value of $157.79 per share.

The total fair value of restricted stock vested during the three months ended June 30, 2025 was $11,871,873. As of June 30, 2025, there was approximately $30.5 million of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over the next 2.1 years based on current estimates.
A summary of the status of the Company’s restricted stock as of June 30, 2025, and changes during the three months ended June 30, 2025, are presented below:
 SharesWeighted Average Fair Value at Grant Date
Outstanding at March 31, 2025159,683 $105.52 
Granted during the period175,000 157.79 
Vested during the period(88,497)100.60 
Outstanding at June 30, 2025246,186 $144.45 
 
Total Stock-Based Compensation

Total stock-based compensation included as a component of personnel expenses in the Company's Consolidated Statements of Operations during the three month periods ended June 30, 2025 and 2024 was as follows:

Three months ended June 30,
20252024
Stock-based compensation related to equity classified awards:
Stock-based compensation related to stock options
$275,881 $143,720 
Stock-based compensation (reversal) related to restricted stock32,830,826 (1,207,565)
Total stock-based compensation (reversal) related to equity classified awards$3,106,707 $(1,063,845)