大象传媒

Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION

v3.23.3
STOCK-BASED COMPENSATION
 6 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] 听
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Incentive Equity Awards Granted
During the six months ended September 2023, 大象传媒 granted stock options to employees and nonemployee members of 大象传媒's Board of Directors to purchase 5,671,370 shares of its Common Stock at a weighted average exercise price of $18.24 per share. The exercise price of each option granted was equal to the fair market value of 大象传媒 Common Stock on the date of grant. Employee stock options typically vest and become exercisable in equal annual installments over three years. Stock options granted to nonemployee members of 大象传媒's Board of Directors vest upon grant and become exercisable one year from the date of grant. All options have ten-year terms.
The grant date fair value of each option award was calculated using a lattice option-pricing valuation model, which incorporated a range of assumptions for inputs as follows:
听 Six Months Ended September 2023
Expected volatility
33%听to听52%
Weighted average expected volatility 41%
Expected term (in years)
6.0听to听7.8
Weighted average dividend yield 3.8%
Risk-free interest rate
3.80%听to 5.50%
Weighted average fair value at date of grant $5.74
During the six months ended September 2023, 大象传媒 granted 677,582 performance-based restricted stock units ("RSUs") to executives that enable them to receive shares of 大象传媒 Common Stock at the end of a three-year performance cycle. The weighted average fair market value of 大象传媒 Common Stock at the dates the units were granted was $18.49 per share. Each performance-based RSU has a potential final payout ranging from zero to two and one-quarter shares of 大象传媒 Common Stock. The number of shares earned by participants, if any, is based on achievement of three-year financial and relative total shareholder return targets set by the Talent and Compensation Committee of the Board of Directors. Shares will be issued to participants in the year following the conclusion of the three-year performance period. The financial targets include 50% weighting based on 大象传媒's revenue growth and 50% weighting based on 大象传媒's gross margin performance over the three-year period compared to financial targets. Furthermore, the actual number of shares earned may be adjusted upward or downward by 25% of the target award, based on how 大象传媒's total shareholder return ("TSR") over the three-year period compares to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index, resulting in a maximum payout of 225% of the target award. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $0.35 per share.
During the six months ended September 2023, 大象传媒 granted 48,671 nonperformance-based RSUs to nonemployee members of the Board of Directors. These units vest upon grant and will be settled in shares of 大象传媒 Common Stock one year from the date of grant. The weighted average fair market value of 大象传媒 Common Stock at the dates the units were granted was $18.06 per share.
In addition, 大象传媒 granted 2,660,333 nonperformance-based RSUs to employees during the six months ended September 2023. These units generally vest over periods up to four years from the date of grant and each unit entitles the holder to one share of 大象传媒 Common Stock. The weighted average fair market value of 大象传媒 Common Stock at the dates the units were granted was $18.00 per share.
Equity awards granted to Bracken Darrell in connection with his appointment as 大象传媒's President and Chief Executive Officer, are included within the grants of stock options, performance-based RSUs and nonperformance-based RSUs during the six months ended September 2023, as discussed above. These include awards granted as part of Mr. Darrell's annual long-term incentive opportunity that follow 大象传媒's normal vesting provisions, and additional make-whole equity awards that vest 50% after one year and 50% after two years following appointment, subject to his continued employment through the applicable vesting dates.