We have a share-based compensation plan, the 2020 Plan, which became effective June 25, 2020. Under the 2020 Plan, we may grant non-qualified stock options, RSAs, RSUs and PSUs and other stock-based awards to our key employees, non-employee directors and consultants for up to 1.8 million shares of common stock. Under the 2020 Plan, as amended and restated on June 25, 2024 and June 22, 2023, an additional 0.6 million shares and 0.5 million shares of common stock, respectively, were authorized for such grants. Outstanding PSUs are subject to performance conditions that include either total Company performance metrics or business unit performance metrics along with a requirement that a recipient's service with the Company continue through the end of the performance period. The fair value of RSAs, RSUs and PSUs is determined based on the closing price of our common stock on the date of grant. Forfeitures for these awards are recognized as they occur. 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 the 2009 and 2020 Plans, the exercise price of each stock option equals the market price of our stock on the date of grant, and an option’s maximum term is 10 years. Stock options granted under both plans primarily vest 25% per year over four years. We did not capitalize any share-based compensation expense.

In addition, we established the 2020 Restricted Cash Incentive Program (the “2020 Program”) in Fiscal 2021 and adopted the 2024 Restricted Cash Program in Fiscal 2025 (the "2024 Program" and collectively with the 2020 Program, the "Programs") to attract and retain executive officers and key employees. Officers and employees of the Company or its subsidiaries are eligible to receive grants under the Programs. Total cash of $5.0 million was granted in April 2024 under the 2024 Program. Cash granted under the 2024 Program will primarily vest 33% per year over three years. Total cash of $2.7 million was granted in June 2020 under the 2020 Program that vested 25% per year over four years. The compensation paid under the Programs 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 these cash grants was $1.6 million, $0.5 million and $0.6 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

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 2025, 2024 and 2023. 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. The grants for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were valued at $120,000 per director. For Fiscal 2025, 2024 and 2023, we issued 36,320 shares, 37,264 shares and 16,536 shares, respectively, of director restricted stock. In addition, we issued 1,020 shares to newly elected directors in Fiscal 2024. We did not issue any shares to new directors in Fiscal 2025 or Fiscal 2023. We recognized $0.9 million, $1.0 million and $1.0 million of director restricted stock related share-based compensation in Fiscal 2025, 2024 and 2023 in selling and administrative expenses in the accompanying Consolidated Statements of Operations.

Under the 2020 Plan, we issued 300,157 shares, 256,866 shares and 221,581 shares of RSAs in Fiscal 2025, 2024 and Fiscal 2023, respectively. Shares of RSAs issued in Fiscal 2025 and Fiscal 2024 primarily vest 33% per year over three years and RSAs issued in Fiscal 2023 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 RSAs to certain executive employees in lieu of a portion of their performance-based cash compensation in Fiscal 2023. These restricted shares vested two-thirds in Fiscal 2024 and one-third in Fiscal 2025. Total RSAs issued in Fiscal 2023, including the annual grant to certain employees and performance-based compensation shares, were 299,068 restricted shares. Under the original 2020 Plan, restricted share grants depleted the shares available for future grants at a ratio of 1.72 shares per restricted share granted. Under the 2020 Plan, as amended and restated, restricted share grants after March 24, 2023 deplete the shares available for future grants at a ratio of 1.52 shares per restricted share granted and after March 31, 2024 shares available for future grants are depleted at a ratio of 1.35 shares per restricted share granted.

Additionally, we issued 1,065, 878 and 846 RSUs in Fiscal 2025, 2024 and 2023, respectively, to certain employees at no cost that vest over three years. The fair value of RSAs and RSUs 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 $10.7 million, $12.6 million and $12.9 million for Fiscal 2025, 2024 and 2023, respectively.

A summary of the status of our nonvested shares of our RSAs as of February 1, 2025 is presented below:


Nonvested Restricted Stock Awards	Shares			Weighted- Average Grant-Date Fair Value
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
Granted		256,866			36.21
Vested		(210,757	)		46.10
Withheld for federal taxes		(86,179	)		44.87
Forfeited		(76,633	)		45.32
Nonvested at February 3, 2024		572,442			44.06
Granted		300,157			31.71
Vested		(216,025	)		40.86
Withheld for federal taxes		(89,942	)		40.11
Forfeited		(35,408	)		42.30
Nonvested at February 1, 2025		531,224		$	39.10

The number of restricted stock awards issued on the date the stock awards vest is net of shares withheld to satisfy the minimum statutory tax withholding requirements, which we pay on behalf of our employees. Although shares withheld are not issued, they are treated similar to common stock repurchases as they reduce the number of shares that would have been issued upon vesting.

As of February 1, 2025, we had $14.4 million of total unrecognized compensation expense related to nonvested RSAs discussed above. That cost is expected to be recognized over a weighted average period of 1.62 years.

In Fiscal 2025 and Fiscal 2024, we granted 153,602 PSUs and 96,866 PSUs, respectively, (assuming target level achievement) to certain members of senior management. The actual number of shares that will be issued will be based on actual performance and can range from 0% and 200% of the shares granted. Performance conditions include both total Company and business unit performance metrics along with a requirement that a recipient's service with the Company continue through the end of the performance period. Compensation expense for PSUs, net of forfeitures, is recognized on a straight-line basis over the requisite service period and is updated for our expected performance level against performance goals at the end of each reporting period, which involves judgment as to the achievement of those goals. If performance goals are achieved, the PSUs will be issued based on the achievement level and will cliff vest in full at the end of the three-year performance period. Any portion of the PSUs that are not earned by the end of the three year period will be forfeited. Under the 2020 Plan, as amended and restated, PSUs granted in Fiscal 2025 deplete the shares available for future grants at a ratio of 1.35 shares per PSU granted and PSUs granted in Fiscal 2024 deplete the shares available for future grants at a ratio of 1.52 shares per PSU granted. During the twelve months ended February 1, 2025, we estimated the probable outcome of the performance goals for each PSU grant and the corresponding expense for the year ended February 1, 2025 is reflected in PSU compensation expense. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for PSUs was $1.3 million and $0.3 million for Fiscal 2025 and Fiscal 2024, respectively.

A summary of the status of our nonvested shares of our PSUs as of February 1, 2025 is presented below:


Nonvested Performance-Based Share Units	Shares			Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2023		—		$	—
Granted(1)		96,866			37.22
Vested		—			—
Withheld for federal taxes		—			—
Forfeited		(7,612	)		37.22
Nonvested at February 3, 2024		89,254			37.22
Granted(1)		153,602			26.91
Vested		—			—
Withheld for federal taxes		—			—
Forfeited		(5,446	)		30.98
Nonvested at February 1, 2025		237,410		$	30.69

(1)Assumes 100% target level achievement of the relative performance goal. The actual number of shares that will be issued, which may be higher or lower than the target, will be determined by the level of achievement of the relative performance goal.

As of February 1, 2025, we had $2.4 million of total unrecognized compensation expense related to non-vested PSUs discussed above. That cost is expected to be recognized over a weighted average period of 1.31 years. There were no modifications to PSUs in Fiscal 2025. No shares vested in the periods ended February 1, 2025 or February 3, 2024.