Stock-Based Compensation

12 Months Ended

Feb. 02, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Equity Award Programs

Our Amended and Restated 2001 Long-Term Incentive Plan (the “Plan”) provides for grants of incentive stock options, nonqualified stock options, stock-settled stock appreciation rights (collectively, “option awards”), restricted stock awards, restricted stock units (including those that are performance-based), deferred stock awards (collectively, “stock awards”) and dividend equivalents up to an aggregate of approximately 85.4 million shares. As of February 2, 2025, there were approximately 9.4 million shares available for future grant. Awards may be granted under the Plan to officers, associates and non-associate members of the Board of Directors of the Company or any parent or subsidiary. Shares issued as a result of award exercises or releases are primarily funded with the issuance of new shares.

Stock Awards

Annual grants of stock awards are limited to two million shares on a per person basis. Stock awards granted to associates generally vest evenly over a period of four years for service-based awards. Certain performance-based awards, which have variable payout conditions based on predetermined financial targets, generally vest three years from the date of grant. Certain stock awards and other agreements contain vesting acceleration clauses resulting from events including, but not limited to, retirement, disability, death, merger or a similar corporate event. Stock awards granted to non-associate Board of Directors members generally vest in one year. Non-associate Board of Directors members automatically receive stock awards on the date of their initial election to the Board of Directors and annually thereafter on the date of the annual meeting of stockholders (so long as they continue to serve as a non-associate Board of Directors member).

Stock-Based Compensation Expense

During fiscal 2024, fiscal 2023 and fiscal 2022, we recognized total stock-based compensation expense, as a component of SG&A, of $99.0 million, $84.8 million and $90.3 million, respectively. As of February 2, 2025, there was $136.5 million of unrecognized stock-based compensation expense (net of estimated forfeitures), which we

expect to recognize on a straight-line basis over a weighted-average remaining service period of approximately 1.2 years. At each reporting period, all compensation expense attributable to vested awards has been fully recognized.

Restricted Stock Units

The following table summarizes our restricted stock unit activity during fiscal 2024:

	Shares	Weighted-Average Grant Date Fair Value		Weighted-Average Contractual Term Remaining (Years)	Intrinsic Value 1
Balance at January 28, 2024	3,025,186	$	64.86
Granted	449,283	160.89
Granted, with vesting subject to performance conditions	153,452	156.52
Released 2	(1,199,763)	59.64
Cancelled	(242,553)	73.30
Balance at February 2, 2025	2,185,605	$	92.97	1.15	$	461,971,000
Vested plus expected to vest at February 2, 2025 3	2,255,053	$	94.31	1.14	$	476,651,000

1Intrinsic value for outstanding and unvested restricted stock units is based on the market value of our common stock on the last business day of the fiscal year (or $211.37).

2Excludes 200,852 incremental shares released due to achievement of performance conditions above target.

3Includes incremental shares above target for certain performance-based awards based on probable achievement of performance conditions.

The following table summarizes additional information about restricted stock units:

	For the Fiscal Year Ended
	February 2, 2025		January 28, 2024		January 29, 2023
Weighted-average grant date fair value per share of awards granted	$	159.77	$	60.91	$	78.87
Intrinsic value of awards released 1 2	$	207,510,000	$	118,417,000	$	180,450,000

1Intrinsic value for releases is based on the market value on the date of release.

2Includes 200,852, 417,340 and 448,056 incremental shares released due to achievement of performance conditions above target in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

Tax Benefit

We record excess tax benefits and deficiencies resulting from the settlement of stock-based awards as a benefit or expense within income taxes in the period in which they occur. During fiscal 2024, fiscal 2023 and fiscal 2022, the current tax benefit related to stock-based awards totaled $27.5 million, $16.6 million and $24.8 million, respectively.