Share-based Compensation

12 Months Ended

Jan. 28, 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Plan Summary

In 2020, the Company's stockholders approved the 2020 Stock Option and Performance Incentive Plan ("2020 Plan"). The 2020 Plan replaced the 2015 Stock Option and Performance Incentive Plan (together with the 2020 Plan, the "Plans"). The Plans provide for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock, performance share units and unrestricted shares. The Company grants stock options at a price equal to the fair market value of the stock on the date of grant. Stock options have a maximum term of 10 years. Stock options and restricted stock units generally vest over three-to-five-years. Performance share units generally cliff vest at the end of a three-year performance period based upon the Company’s achievement of pre-established goals over the performance period.

Under the Plans, 206 million options, restricted and unrestricted shares have been authorized to be granted to associates and directors. There were 14 million shares of common stock available for future issuance under the Plans as of January 28, 2023. In connection with the Separation, the maximum number of shares available for future issuance under the 2020 Plan and underlying outstanding awards under the Plans was equitably adjusted to prevent the dilution or enlargement of rights according to the terms of the Plans.

Income Statement Impacts

The following table provides share-based compensation expense included in the Consolidated Statements of Income for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Costs of Goods Sold, Buying and Occupancy	$	14	$	10	$	9
General, Administrative and Store Operating Expenses	24		21		16
Total Share-based Compensation Expense	$	38	$	31	$	25

The tax benefit associated with recognized share-based compensation expense was $7 million for 2022 and $10 million for 2021. The Company recognized incremental tax expense associated with share-based compensation of $8 million for 2020.

Victoria's Secret & Co. Spin-Off

In connection with Separation, the Company adjusted its outstanding share-based awards in accordance with the terms of the Employee Matters Agreement entered into at the time of the Separation. Adjustments to the underlying shares and terms of outstanding restricted stock units, performance share units and stock options were made to preserve the intrinsic value of the awards immediately before and after the Separation. The adjustment of the underlying shares and exercise prices, as applicable, was determined using a ratio based on the relative values of the Company's pre-Distribution stock price and the Company's post-Distribution stock price. Following the Separation, the adjusted outstanding awards continue to vest over their original vesting schedules. The Company did not recognize any incremental compensation cost related to the adjustment of outstanding awards. The historical disclosures relating to 2021 and 2020 reported below within this Note 16 have not been segregated between continuing and discontinued operations.

Restricted Stock Units and Performance Share Units

The following table provides the Company’s restricted stock unit and performance share unit activity on a combined basis for the year ended January 28, 2023:


	Number of Shares	Weighted Average Grant Date Fair Value
	(in thousands)
Unvested as of January 29, 2022	4,099	$	22.92


Granted	1,702	44.73
Vested	(1,795)	21.44
Cancelled	(1,687)	16.63

Unvested as of January 28, 2023	2,319	$	44.65

The fair value of restricted stock unit and performance share unit awards is generally based on the market value of the Company's common stock on the grant date adjusted for anticipated dividend yields. The weighted-average estimated fair value of awards granted was $44.73 per share for 2022, $52.91 per share for 2021 and $17.05 per share for 2020.

The Company’s total intrinsic value of awards that vested was $88 million for 2022, $137 million for 2021 and $33 million for 2020. The Company’s total fair value at grant date of awards that vested was $36 million for 2022, $75 million for 2021 and $89 million for 2020.

Tax benefits realized from tax deductions associated with awards that vested were $14 million for 2022, $36 million for 2021 and $8 million for 2020.

As of January 28, 2023, there was $50 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted stock and performance share units. This cost is expected to be recognized over a weighted-average period of 1.5 years.

Stock Options

The fair value of stock options granted is determined using the Black-Scholes option-pricing model. The determination of the fair value of options is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company's expected stock price volatility over the term of the awards and projected employee stock option exercise behaviors. The Company's stock option activity, including stock options granted, exercised or cancelled, was not significant for the fiscal year ended January 28, 2023.

As of January 28, 2023, there was less than $1 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options. As of January 28, 2023, there were less than 1 million outstanding stock options, the majority of which were fully vested, with a total intrinsic value of $5 million.