CSP INC /MA/ Stock Compensation Disclosure

14.     Stock Based Incentive Compensation

In 2015, the Company adopted the 2015 Stock Incentive Plan (the "2015 Plan") and authorized 600,000 shares of common stock to be reserved for issuance pursuant to the 2015 Plan. This plan expired on November 18, 2024. Awards issued under the 2015 Plan are not affected by expiration of the plan, but no further awards will be issued under this plan. In fiscal year 2025, the Company adopted the 2025 Stock Incentive Plan (the "2025 Plan") and authorized 600,000 shares of common stock to be reserved for issuance pursuant to the 2025 Plan. As of September 30, 2025, there were 535,595 shares available to be granted under the 2025 Plan. Under the 2025 Plan, incentive and non-qualified stock options and restricted stock awards may be granted to officers, key employees and other people providing services to the Company. The 2025 Plan has a ten-year life and is the only effective plan as of September 30, 2025.

The Company had no awarded stock options outstanding as of September 30, 2025 or 2024. The Company issues restricted stock awards at their fair value on the date of grant. Vesting of restricted stock awards granted pursuant to the 2025 Plan is determined by the Company’s compensation committee. In fiscal year 2025 and 2024, the Company granted non-employee directors, officers, and key employees shares of nonvested common stock. The vesting period for officers’ and key employees’ restricted stock awards is four years. The vesting for non-employee directors’ restricted stock awards is one year.

We measure and recognize compensation expense for nonvested stock-based payment awards made to employees and directors based on the closing market price of our common stock as quoted on the Nasdaq Global Market on the date of grant over the requisite service period. The Company recognizes stock compensation expense, net of actual forfeitures. Stock-based compensation expense incurred and recognized for the years ended September 30, 2025 and 2024 related to nonvested stock granted to employees and non-employee directors under the Company’s stock incentive and employee stock purchase plans totaled approximately $1.8 million and $1.6 million, respectively. The classification of the cost of stock-based compensation, in the consolidated statements of operations, is consistent with the nature of the services being rendered in exchange for the share-based payment.

The following table summarizes stock-based compensation expense in the Company’s consolidated statements of operations:

​

​

For the year ended September 30, 2025, the Company granted a total of 169,205 nonvested shares including 97,705 to key employees, 54,000 to officers including 35,000 to the Chief Executive Officer, and 17,500 to non-employee directors. For the year ended September 30, 2024, the Company granted a total of 305,000 nonvested shares including 161,000 nonvested shares to certain key employees, 104,000 nonvested shares to certain officers including 70,000 shares granted to the Chief Executive Officer, and 40,000 nonvested shares to its non-employee directors. No cash was used to settle equity instruments granted under share-base payment arrangements in any of the years in the two-year period ended September 30, 2025.

The following table provides summary data of nonvested stock award activity:

​

​

As of September 30, 2025, there was $3.7 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements (nonvested stock awards) granted under the Company’s stock incentive plans. This cost is expected to be expensed over a weighted average period of approximately 2.6 years. The total fair value of shares vested during the years ended September 30, 2025 and 2024 was $1.8 million and $1.2 million, respectively.