STOCK-BASED COMPENSATION

12 Months Ended

Jan. 31, 2025

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 during July 2021. Together, the 2020 Plan and the 2011 Plan are hereinafter referred to as the “Stock Plans.”

Stock 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.

As of January 31, 2025, there were 1,220,646 shares of common stock reserved for issuance under the Stock Plans; this number includes 499,513 shares of common stock available for future awards under the 2020 Plan.

Expense amounts related to stock awards were $4.5 million, $4.5 million and $4.0 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. At January 31, 2025, there was $5.2 million in unrecognized compensation cost related to outstanding stock awards that the Company expects to expense over the next three years.

Restricted Stock Units

During Fiscal 2025, the Company awarded PRSUs covering a target of 5,000 shares of common stock, EPRSUs covering a target of 10,000 shares of common stock, RRSUs covering a target of 5,000 shares of common stock and TRSUs covering 46,878 shares of common stock. The Company issued 4,063 shares of common stock based on the amount of cash dividends deemed paid on shares that were earned pursuant to the awards that were settled during the year. The number of shares of common stock to be issued under certain awards may exceed the number of target shares if certain performance goals are exceeded.

The changes in the maximum number of shares of common stock issuable pursuant to outstanding restricted stock units for Fiscal 2025 are presented below (shares in thousands):

		Weighted-
		Average
		Grant-Date
		Fair Value
	Shares	Per Share
Outstanding, January 31, 2024	348	$	30.21
Awarded	86		49.46
Issued	(90)		41.76
Forfeited	(73)		29.38
Outstanding, January 31, 2025	271		32.69

During Fiscal 2024 and 2023, restricted stock units covering a maximum of 128,792 and 146,871 shares were awarded with a weighted-average grant-date fair value per share of $30.46 and $29.26, respectively. The total fair values of restricted stock units that vested and were issued during Fiscal 2025, Fiscal 2024, and Fiscal 2023 were $3.8 million, $1.8 million and $0.9 million, respectively.

Stock Options

A summary of stock option activity under the Stock Plans for Fiscal 2025 is presented below (shares in thousands):

				Weighted-	Weighted-
		Weighted-		Average	Average
		Average Exercise		Remaining	Grant-Date
		Price		Contractual	Fair Value
	Shares	Per Share		Term (years)	Per Share
Outstanding, January 31, 2024	1,365	$	44.95	4.67	$	10.43
Granted	6		61.22
Exercised	(902)		45.17
Forfeited	(19)		45.28
Outstanding, January 31, 2025	450		44.72	4.76		9.89
Exercisable, January 31, 2025	412		44.98	4.46		10.01
Vested or expected to vest, January 31, 2025	450		44.72	4.76		9.89

A summary of the changes in the number of non-vested options to purchase shares of common stock for Fiscal 2025 is presented below (shares in thousands):

		Weighted-
		Average
		Grant-Date
		Fair Value
	Shares	Per Share
Non-vested, January 31, 2024	92	$	7.85
Granted	6		13.89
Vested	(52)		8.01
Forfeited	(8)		7.54
Non-vested, January 31, 2025	38		8.65

During Fiscal 2024 and 2023, stock options covering 20,500 and 67,000 shares of common stock were granted with weighted-average grant-date fair values per share of $8.65 and $8.54, respectively. The total intrinsic value amounts related to the stock options exercised during Fiscal 2025 and Fiscal 2024 were $34.8 million and $1.5 million, respectively; the corresponding amount during Fiscal 2023 was insignificant. At January 31, 2025, the aggregate intrinsic values of the underlying common stock related to outstanding stock options and exercisable stock options that were ‘in-the-money’ were $41.4 million and $37.8 million, respectively.

Shares Withheld and Treasury Stock

For Fiscal 2025 and 2024, the Company accepted 583,337 and 31,066 shares of common stock at the average price per share of $80.63 and $47.19, respectively, for the exercise price and/or tax withholding in connection with stock option exercises and other share-based award settlements. For Fiscal 2023, the Company did not accept any shares of common stock for net settlements. For Fiscal 2025 and 2024, the Company used 409,245 and 135,156 shares of treasury stock, respectively, to settle stock option exercises and other share-based awards. For Fiscal 2023, no shares of treasury stock were used to settle such transactions.