14. Stock-Based Compensation Plans

​

In April 2014, we adopted an equity incentive plan, which we refer to as the Equity Incentive Plan, under which we expect that directors, officers, and employees (including any prospective officer or employee) of the Company and its subsidiaries and affiliates, and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates, as well as entities wholly-owned or generally exclusively controlled by such persons, may be eligible to receive non-qualified stock options, stock appreciation rights, stock awards, restricted stock units and performance compensation awards that the plan administrator determines are consistent with the purposes of the plan and the interests of the Company. At that time, we reserved 2,850,000 of our common shares for issuance under the Equity Incentive Plan, subject to adjustment for changes in capitalization as provided in the Equity Incentive Plan in April 2014. In October 2021, our shareholders approved an amendment to the Equity Incentive Plan to increase the reserve of our common shares for issuance by 2,015,000. The plan is administered by our compensation committee.

On May 15, 2025, we announced that the Compensation Committee (the “Compensation Committee”) of our Board of Directors elected to adopt certain performance measures under the Company’s incentive compensation plan going forward to structure pay practices for its named executive officers to more closely match the Company’s publicly

traded peers and adopt best practices by using pre-established performance criteria and potential payouts. More specifically, for in determining awards of restricted shares and restricted stock units granted to executive officers under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), the Committee has approved (i) an approach that determines the value of each executive’s grant based on a multiple of his salary and (ii) a formula governing 20% of the total restricted share award or restricted share unit award consisting of two equally weighted metrics: relative total shareholder return (“TSR”) and return on net invested capital (“RONIC”). TSR will be measured by the change in the stock price plus cumulative dividends over time of the Company and a pre-selected peer group and ranked on a percentile basis, and the payout levels will be dependent on the Company’s relative percentile ranking. RONIC will be calculated using the following equation: EBITDA (as defined by the Company in its public filings with the Commission) less reported depreciation and amortization and less interest income, divided by the sum of shareholders’ equity and total funded indebtedness less cash on the balance sheet, with such metric being calculated annually with a three-year rolling average with payout levels dependent on achieved RONIC. TSR and RONIC will be weighted equally at 50% each. The total number of shares that may be awarded to the executive officers pursuant to (ii) above may range between zero and two times that number of shares.

​

During the year ended March 31, 2026, we granted to certain of our officers and employees an aggregate of 232,278 shares of restricted stock vesting ratably on the grant date and on the first, and second anniversaries of that date, and 63,266 restricted stock units vesting ratably on the grant date and on the first and second anniversaries of the grant date.

​

During the year ended March 31, 2025, we granted to certain of our officers and employees an aggregate of 231,150 shares of restricted stock vesting ratably on the grant date and on the first, and second anniversaries of that date, 16,000 shares of restricted stock vesting on the grant date and 48,960 restricted stock units vesting ratably on the grant date and on the first and second anniversaries of the grant date.

​

During the year ended March 31, 2024, we granted to certain of our officers and employees an aggregate of 264,750 shares of restricted stock vesting ratably on the grant date and on the first, second, and third anniversaries of that date, and 45,500 restricted stock units vesting ratably on the grant date and on the first and second anniversaries of the grant date.

​

During the years ended March 31, 2026, 2025, and 2024, we granted 38,578, 29,741, and 31,400 shares of stock, respectively, to our non-executive directors, which were valued and expensed at their grant date fair market value.

​

Our stock-based compensation expense was $11.0 million, $10.4 million and $8.3 million for the years ended March 31, 2026, 2025, and 2024, respectively, and is included within general and administrative expenses in our consolidated statements of operations. Unrecognized compensation cost as of March 31, 2026 was $5.3 million and the expense will be recognized over a remaining weighted average life of 1.12 years.

​

A summary of the activity of our restricted shares as of March 31, 2026 and 2025 and changes during the years ended March 31, 2026 and 2025, are as follows:

​

​

The total fair value of restricted shares that vested during the years ended March 31, 2026, 2025, and 2024 was $9.8 million, $13.0 million and $10.5 million, respectively, which is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.