XML 36 R23.htm IDEA: XBRL DOCUMENT v3.23.1
Share-Based Compensation Plans
12 Months Ended
Jan. 28, 2023
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Plans

Note 14

Share-Based Compensation Plans

We have share-based compensation covering certain members of management and non-employee directors. The fair value of employee restricted stock is determined based on the closing price of our stock on the date of grant. Forfeitures for restricted stock are recognized as they occur.

Stock and Cash Incentive Plans

Under the 2020 Plan, which became effective June 25, 2020, we may grant options, restricted shares, performance awards and other stock-based awards to our key employees, non-employee directors and consultants for up to 1.8 million shares of common stock. The 2020 Plan replaced our Second Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”). There will be no future awards under the 2009 Plan. Under both plans, the exercise price of each option equals the market price of our stock on the date of grant, and an option’s maximum term is 10 years. Options granted under the plan primarily vest 25% per year over four years. Restricted share grants deplete the shares available for future grants at a ratio of 2.0 shares per restricted share grant.

In addition, we established the 2020 Restricted Cash Incentive Program (the “Program”) in Fiscal 2021 to attract and retain executive officers and key employees. Total cash of $2.7 million was granted in June 2020 under this Program. Cash granted under the Program will primarily vest 25% per year over four years. Only employees that were employed as of the grant date were eligible for the Program. The compensation paid under the Program is taxable and subject to applicable tax withholding requirements. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations, for this cash grant was $0.6 million, $0.7 million and $0.4 million for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

On February 5, 2020, our chief executive officer was issued a one-time grant of stock options under the 2009 Plan of 26,620 shares with a grant date fair value of $500,000. The fair value of the one-time stock option is recognized as compensation expense ratably over the vesting period. We estimated the fair value of the stock option award as of the date of the grant by applying a Black-Scholes pricing valuation model. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense. The key assumptions used in determining the fair value of the stock option award granted during Fiscal 2021 were expected price volatility of 45.0%, a risk-free rate of 1.52% and a weighted average term of 6.25 years. This resulted in a fair value of $18.78 per share for this one-time stock option.

 

Note 14

Share-Based Compensation Plans, Continued

We recognized $0.1 million of stock option related share-based compensation in each of Fiscal 2023, Fiscal 2022 and Fiscal 2021 in selling and administrative expenses in the accompanying Consolidated Statements of Operations. As of January 28, 2023, there was $0.1 million of unrecognized compensation expense related to these stock options under the 2009 Plan. We did not capitalize any share-based compensation expense.

Restricted Stock Incentive Plans

Director Restricted Stock

The 2020 Plan permits grants to non-employee directors on such terms as the Board of Directors may approve. Restricted stock awards were made to independent directors on the date of the annual meeting of shareholders in each of Fiscal 2023, 2022 and 2021. The shares granted in each award vested on the earlier of the first anniversary of the grant date and the date of the next annual meeting of shareholders, subject to the director's continued service through that date. For awards made prior to Fiscal 2021, the director is restricted from selling, transferring, pledging or assigning the shares for three years from the grant date unless he or she earlier leaves the Board.

The grants for Fiscal 2023 were valued at $120,000 per director, the grants for Fiscal 2022 were valued at $107,500 per director and the grants for Fiscal 2021 were valued at $91,375 per director. For Fiscal 2023, 2022 and 2021, we issued 16,536 shares, 14,936 shares and 28,266 shares, respectively, of director restricted stock. In addition, we issued 504 shares and 1,338 shares to newly elected directors in Fiscal 2022 and Fiscal 2021, respectively. We did not issue any shares to new directors in Fiscal 2023.

In addition, the 2009 Plan permitted an outside director to elect irrevocably to receive all or a specified portion of his or her annual retainers for Board membership and any committee chairmanship for the following fiscal year in a number of shares of restricted stock (the "Retainer Stock"). Shares of the Retainer Stock were granted as of the first business day of the fiscal year as to which the election was effective, subject to forfeiture to the extent not earned upon the outside director's ceasing to serve as a director or committee chairman during such fiscal year. Once the shares were earned, the director is restricted from selling, transferring, pledging or assigning the shares for an additional three years. The 2020 Plan does not permit the issuance of retainer stock. For Fiscal 2021, we issued 10,457 shares of Retainer Stock. Director retainer fees were reduced during Fiscal 2021 primarily related to the COVID-19 pandemic. In connection with the fee reduction, 2,965 shares of Retainer Stock were forfeited during Fiscal 2021.

We recognized $1.0 million, $0.7 million and $0.9 million of director restricted stock related share-based compensation in Fiscal 2023, 2022 and 2021 in selling and administrative expenses in the accompanying Consolidated Statements of Operations.

Note 14

Share-Based Compensation Plans, Continued

Employee Restricted Stock

Under the 2020 Plan, we issued 221,581 shares and 228,444 shares of employee restricted stock in Fiscal 2023 and Fiscal 2022, respectively. Under the 2009 Plan, we issued 427,741 shares of employee restricted stock in Fiscal 2021. Shares of employee restricted stock issued in Fiscal 2023, 2022 and 2021 primarily vest 25% per year over four years, provided that on such date the grantee has remained continuously employed by the Company since the date of grant. In addition, we issued 77,487 shares of restricted stock to certain executive employees in lieu of a portion of their performance-based compensation in Fiscal 2023. These restricted shares vest two-thirds in Fiscal 2024 and one-third in Fiscal 2025. Total restricted shares issued in Fiscal 2023, including the annual grant to certain employees and performance-based compensation shares, were 299,068 restricted shares. Additionally, we issued 846, 919 and 621 restricted stock units in Fiscal 2023, 2022 and 2021, respectively, to certain employees at no cost that vest over three years. The fair value of employee restricted stock is charged against income as compensation expense over the vesting period. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for these shares was $12.9 million, $8.3 million and $7.4 million for Fiscal 2023, 2022 and 2021, respectively.

A summary of the status of our nonvested shares of our employee restricted stock as of January 28, 2023 is presented below:

 

Nonvested Restricted Shares

 

Shares

 

 

Weighted-
Average
Grant-Date
Fair Value

 

Nonvested at February 1, 2020

 

 

589,778

 

 

$

41.46

 

Granted

 

 

427,741

 

 

 

19.62

 

Vested

 

 

(139,962

)

 

 

50.35

 

Withheld for federal taxes

 

 

(64,382

)

 

 

50.29

 

Forfeited

 

 

(147,085

)

 

 

36.62

 

Nonvested at January 30, 2021

 

 

666,090

 

 

 

27.98

 

Granted

 

 

228,444

 

 

 

63.40

 

Vested

 

 

(162,205

)

 

 

30.47

 

Withheld for federal taxes

 

 

(64,535

)

 

 

30.36

 

Forfeited

 

 

(6,885

)

 

 

34.89

 

Nonvested at January 29, 2022

 

 

660,909

 

 

 

39.46

 

Granted

 

 

299,068

 

 

 

57.91

 

Vested

 

 

(166,638

)

 

 

38.03

 

Withheld for federal taxes

 

 

(73,137

)

 

 

37.74

 

Forfeited

 

 

(31,057

)

 

 

42.86

 

Nonvested at January 28, 2023

 

 

689,145

 

 

$

47.85

 

 

As of January 28, 2023, we had $23.7 million of total unrecognized compensation expense related to nonvested share-based compensation arrangements for restricted stock discussed above. That cost is expected to be recognized over a weighted average period of 1.69 years.