STOCK-BASED COMPENSATION

12 Months Ended

Jan. 31, 2024

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 11 – STOCK-BASED COMPENSATION

On June 23, 2020, the Company’s stockholders approved the adoption of the 2020 Stock Plan (the “2020 Plan”), and the allocation of 500,000 shares of the Company’s common stock for issuance thereunder. On June 20, 2023, the Company’s stockholders approved an allocation of an additional 500,000 shares for issuance under the 2020 Plan. The Company’s board of directors may make share-based awards under the 2020 Plan to officers, directors and key employees. The 2020 Plan replaced the 2011 Stock Plan (the “2011 Plan”); the Company’s authority to make awards pursuant to the 2011 Plan expired on July 19, 2021. Together, the 2020 Plan and the 2011 Plan are hereinafter referred to as the “Stock Plans.”

The features of the 2020 Plan are similar to those included in the 2011 Plan. Awards may include nonqualified stock options, incentive stock options, and restricted or unrestricted stock. The specific provisions for each award are documented in a written agreement between the Company and the awardee. All stock options awarded under the Stock Plans have exercise prices per share at least equal to the market value per share of the Company’s common stock on the date of grant. Stock options have a maximum term of ten years. Typically, stock options are awarded with one-third of each stock option vesting on each of the first three anniversaries of the corresponding award date.

As of January 31, 2024, there were 2,256,062 shares of common stock reserved for issuance under the Stock Plans; this number includes 543,087 shares of common stock available for future awards under the 2020 Plan.

Expense amounts related to stock awards were $4.5 million, $4.0 million and $3.5 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. At January 31, 2024, there was $6.0 million in unrecognized compensation cost related to outstanding stock awards that the Company expects to expense over the next three years.

Stock Options

A summary of stock option activity under the Stock Plans for Fiscal 2024 is presented below (shares in thousands):

				Weighted-
				Average	Weighted-
		Weighted-		Remaining	Average
		Average Exercise		Contractual	Grant-Date
	Shares	Price		Term (years)	Fair Value
Outstanding, January 31, 2023	1,440	$	43.84	5.46	$	10.11
Granted	21	$	41.64
Exercised	(94)	$	27.42
Forfeited	(2)	$	33.81
Outstanding, January 31, 2024	1,365	$	44.95	4.67	$	10.43
Exercisable, January 31, 2024	1,273	$	45.33	4.40	$	10.61
Vested or expected to vest, January 31, 2024	1,365	$	44.95	4.67	$	10.43

A summary of the changes in the number of non-vested options to purchase shares of common stock for Fiscal 2024 is presented below (shares in thousands):

		Weighted-
		Average
		Grant-Date
	Shares	Fair Value
Non-vested, January 31, 2023	194	$	7.27
Granted	21	$	8.65
Vested	(122)	$	7.31
Forfeited	(1)	$	5.68
Non-vested, January 31, 2024	92	$	7.85

During Fiscal 2023 and 2022, respectively, 67,000 and 73,000 stock options were granted with weighted-average grant-date fair values per share of $8.54 and $7.19. The total intrinsic value amounts related to the stock options exercised during Fiscal 2024 and Fiscal 2022 were $1.5 million and $0.6 million, respectively; the corresponding amount during Fiscal 2023 was insignificant. At January 31, 2024, the aggregate market value amounts of the shares of common stock subject to outstanding stock options and exercisable stock options where the options were “in-the-money” exceeded the aggregate exercise prices of such options by $5.6 million and $5.1 million, respectively.

Restricted Stock Units

The Company awards restricted stock units to senior executives, certain other key employees and members of the Company’s board of directors. Awardees earn the right to receive shares of common stock as certain performance goals are achieved and/or service periods are satisfied. Each restricted stock unit expires on the three-year anniversary of the award.

During Fiscal 2024, the Company awarded PRSUs covering a target of 6,000 shares of common stock, ERSUs covering a target of 15,000 shares of common stock, RRSUs covering a target of 7,500 shares of common stock, TRSUs covering 77,800 shares of common stock, and 1,492 shares based on the amount of cash dividends deemed paid on shares earned pursuant to the awards.

The changes in the maximum number of shares of common stock issuable pursuant to outstanding restricted stock units for Fiscal 2024 are presented below (shares in thousands):

		Weighted-
		Average
		Grant-Date
	Shares	Fair Value
Outstanding, January 31, 2023	310	$	30.80
Awarded	129	$	30.46
Issued	(42)	$	43.80
Forfeited	(49)	$	15.57
Outstanding, January 31, 2024	348	$	30.21

During Fiscal 2023 and 2022, restricted stock units covering a maximum of 146,871 and 145,721 shares were awarded with a weighted-average grant-date fair values per share of $29.26 and $39.52, respectively. The total fair values of restricted stock units that vested and were issued during Fiscal 2024, Fiscal 2023, and Fiscal 2022 were $1.8 million, $0.9 million and $0.8 million, respectively.