Stock-Based Compensation

12 Months Ended

Jan. 31, 2025

Share-Based Payment Arrangement [Abstract]

NOTE 17 – STOCK-BASED COMPENSATION

Under the Company’s Stock Incentive Plan, as amended and restated as of June 22, 2023 (the “Plan”), the Compensation and Human Capital Committee of the Board of Directors, which consists of three of the Company’s non-employee directors, has the authority to grant participants incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights and stock awards, for up to 12,000,000 shares of common stock.

Stock Options:

Stock options granted to participants under the Plan generally become exercisable after three years and remain exercisable until the tenth anniversary of the date of grant. All stock options granted under the Plan have an exercise price equal to or greater than the fair market value of the Company’s common stock on the grant date.

The table below presents the weighted average assumptions used with the Black-Scholes option-pricing model for the calculation of the fair value of stock options granted during the fiscal years ended January 31, 2023. There were no stock options granted during the fiscal years ended January 31, 2025 and January 31, 2024.


	Fiscal Year Ended January 31, 2023
Expected volatility		51.66	%
Expected life in years		6.0
Risk-free interest rates		2.57	%
Dividend rate		3.00	%
Weighted average fair value per option at date of grant	$	14.81

The fair value of the stock options, less expected forfeitures, is amortized on a straight-line basis over the vesting term. Total compensation expense for stock option grants recognized during the fiscal years ended January 31, 2025, 2024 and 2023 was $0.9 million, $2.1 million and $2.3 million, respectively. As of January 31, 2025, there was $0.1 million of unrecognized compensation cost

related to unvested stock options. These costs are expected to be recognized over a weighted average period of 0.2 years. Total cash consideration received for stock option exercises during the fiscal years ended January 31, 2025, 2024 and 2023 was $0.1 million, $0.7 million and $1.6 million, respectively. The shortfall tax expense on these exercises for fiscal 2025 was approximately $0.3 million.

The following table summarizes the Company’s stock option plan as of January 31, 2025 and changes during each of the fiscal years in the three-year period ended January 31, 2025:


	Outstanding Options			Weighted Average Exercise Price per Option		Option Price Per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value $(000)
Options outstanding at January 31, 2022 (242,959 options exercisable)		982,834		$	21.69
Granted		170,493		$	38.04
Exercised		(59,858	)	$	26.94
Forfeited		(8,440	)	$	38.04
Options outstanding at January 31, 2023 (183,101 options exercisable)		1,085,029		$	23.84
Granted		—			—
Exercised		(51,840	)	$	13.02
Forfeited		(19,000	)	$	34.13
Options outstanding at January 31, 2024 (662,375 options exercisable)		1,014,189		$	24.20	$12.42-$42.12			6.2	$	6,049
Granted		—			—		—
Exercised		(4,000	)	$	16.87	$	16.87
Forfeited		(58,700	)	$	42.12	$	42.12
Options outstanding at January 31, 2025		951,489		$	23.13	$12.42-$38.04			5.5	$	1,775
Exercisable at January 31, 2025		802,850		$	20.37				5.1	$	1,775
Expected to vest at January 31, 2025		148,567		$	38.04				7.2	$	-

The table below presents information related to stock option activity for the years ended January 31, 2025, 2024 and 2023:


	Fiscal Year Ended January 31,
	2025		2024		2023
	(in thousands)
Total fair value of stock options exercised	$	22	$	212	$	680
Total fair value of stock options vested	$	2,117	$	2,756	$	-

Non-vested Stock Options

A summary of the Company’s non-vested stock options at January 31, 2025 and changes during fiscal 2025 are presented below:


	Shares			Weight Average Grant Date Fair Value

Non-vested stock options:
Non-vested at January 31, 2024		351,814		$	12.27
Granted		-		$	-
Vested		(203,175	)	$	10.42
Forfeited		-		$	-
Non-vested at January 31, 2025		148,639		$	14.81

Stock Awards:

Under the Plan, the Company can also grant stock awards to employees and directors. For fiscal years 2025, 2024 and 2023, compensation expense for stock awards was $3.2 million, $5.3 million and $3.4 million, respectively. As of January 31, 2025, there was $3.8 million of unrecognized compensation cost related to unvested stock awards. These costs are expected to be recognized over a weighted average period of 1.8 years.

Transactions for stock awards under the Plan since fiscal 2022 are summarized as follows:


	Number of Stock Award Units			Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($(000's)
Units outstanding at January 31, 2022		296,283		$	26.39
Units granted		128,254		$	37.89
Units vested		(112,584	)	$	31.88
Units forfeited		(17,805	)	$	34.12
Units outstanding at January 31, 2023		294,148		$	28.84
Units granted		300,633		$	28.60
Units vested		(104,379	)	$	22.04
Units forfeited		(4,446	)	$	28.78
Units outstanding at January 31, 2024		485,956		$	30.15
Units granted		311,786		$	27.78
Units vested		(138,274	)	$	28.19
Units forfeited		(2,106	)	$	30.70
Units outstanding at January 31, 2025		657,362		$	29.43		1.4	$	12,569

Stock awards granted by the Company can be classified as either time-based stock awards or performance-based stock awards. Time-based stock awards vest over time in the number of shares established at grant date, subject to continued employment. Performance-based stock awards vest over time subject both to continued employment and to the achievement of corporate financial performance goals. Upon the vesting of a stock award, shares are issued from the pool of authorized shares. The number of shares to be issued related to the outstanding performance-based stock awards can vary from 0% to 200% of the target number of underlying stock award units, established at grant date, depending on the particular stock awards and the extent of the achievement of the predetermined financial goals. The total fair value of stock award units that vested during fiscal 2025, 2024 and 2023 was $3.9 million, $2.3 million and $3.6 million, respectively. There were 42,388, 22,034 and 28,405 shares of common stock of the Company tendered by the employee for the payment of the employee’s withholding tax obligation totaling $1.2 million, $0.6 million and $1.1 million during the fiscal years ended January 31, 2025, 2024 and 2023, respectively. Unvested stock award units had a total fair value of $19.3 million, $14.7 million and $8.5 million, for fiscal 2025, 2024 and 2023, respectively. The shortfall tax expense on the vested stock awards for fiscal 2025 was an immaterial amount. The number of shares issued related to the remaining stock awards are established at grant date.