ranging from 0% to 200% of the target number of shares” based on our performance over a three-year period ended March 31, 2026, and are subject to a number of limitations.
The GPBA Table reports the threshold, target and maximum opportunities that each of the NEOs could earn with respect to their PSU awards, but it does not present the full realm of potential award outcomes and limitations. For example, as footnote 2 to the GPBA Table states, none (or 0%) of the reported PSU awards would vest if the threshold performance goals are not achieved, yet this is not reported within the body of the GPBA Table.
Similarly, there are possibilities in which an NEO could receive less than the maximum amount reflected in the GPBA Table, even if performance meets or exceeds maximum performance applicable to the awards. For instance, the portion of our PSU awards that is based on our total shareholder return (TSR) relative to the TSR of the Russell 2000 Index, measured by percentile ranking, over the three-year performance period ended March 31, 2026, can range from 0% to 200% of the target number of shares, but maximum performance is subject to a cap under certain circumstances. Our relative TSR must meet or exceed the 90th percentile of the Russell 2000 Index for these PSUs to vest at 200% of target. However, payout is capped at 100% if our absolute TSR is negative. This limit is not reflected in the GPBA Table, but is required by the terms of the award agreement. Rather, we report the maximum potential of each award in the GPBA Table, notwithstanding the fact the maximum could be capped at 100% if our absolute TSR is negative.
Another example would be the Limits in Section 14(e) of the 2005 Plan. As the Summary states, the 2005 Plan imposes the Limits on how many shares may be granted to a participant and any maximum award opportunity is subject to those Limits. Our form PSU grant agreement (which is issued to all employees who receive PSUs, including the NEOs) sets forth the opportunity for the participant to receive up to 200% of their target amount based on overperformance of the relevant performance criteria. Each such agreement also states, however, that if there is any conflict between the 2005 Plan and a grant agreement, the 2005 Plan shall control. Thus, if any PSU grant agreement would formulaically result in an award that exceeds the per-participant caps imposed by the Limits, the PSU award is subject to the Limits. Like the 100% cap applicable to our relative TSR PSUs, this limit is not reflected in the GPBA Table.
The GPBA Table shows that Mr. Howe could potentially receive more than 400,000 shares in the aggregate if both (i) his RSUs granted in fiscal 2024 vest over the three-year service period in accordance with their terms and (ii) his PSUs granted in fiscal 2024 vest at the highest level of performance, which together would result in him receiving 117,155 shares underlying his RSUs and 351,462 shares underlying his PSUs, for a total payout of 468,617 shares. It has come to our attention that this disclosure in the GPBA Table may create an ambiguity with respect to how the Limits apply to individual awards.
As explained in the CD&A, Mr. Howe’s PSUs are subject to two performance measures. The first performance measure is based on the “Rule of 40” and represents 70% of the total value of each award, and the second measure is based on our TSR relative to the TSR of the Russell 2000 Index and represents 30% of the total value of the award. Each component of his PSU awards provides for a maximum 200% overachievement opportunity. While the total award is subject to the Limits in the 2005 Plan, which means that total opportunity for Mr. Howe is capped at 400,000 shares, neither performance measure is itself so limited. Accordingly, the GPBA Table conservatively reports the aggregate amount of shares that Mr. Howe could formulaically receive under each component of the PSUs, without regard to the per-participant Limits set forth in Section 14(e) of the 2005 Plan.
The potential for varied performance under the two performance measures could create numerous payout scenarios. For example, if the Company achieves a 200% payout with respect to the relative TSR PSUs, but achieves less than threshold performance on the Rule of 40 PSUs, Mr. Howe’s award would not result in a payout in excess of the Limits. Only if the Company achieves exceptional performance under both the TSR PSUs and Rule of 40 PSUs could it be formulaically possible for Mr. Howe to earn more than 400,000 shares; however, any such combined payouts would be capped in accordance with the Limits set forth in Section 14(e) of the 2005 Plan.
We believe it is important for shareholders to understand the maximum payout under each PSU component, and our historic practice is to report PSU payouts at the combined maximum potential in the GPBA Table, regardless of potential aggregate award limitations. Accordingly, as stated in the Proxy