Equity Compensation

12 Months Ended

Jan. 29, 2022

Equity Compensation

Equity Compensation

Note 8. Equity Compensation

Long-Term Stock Incentive Plan and Equity Compensation Expense

As of January 29, 2022, less than 1 million shares were available for issuance under our Long-Term Stock Incentive Plan (the "Long-Term Stock Incentive Plan"). The Long-Term Stock Incentive Plan allows us to grant equity-based awards to employees and non-employee directors in the form of stock options, stock appreciation rights, restricted shares and/or restricted share units. No additional shares are available under any predecessor plans.

Restricted shares and restricted share units granted to officers and other key employees generally vest three or four years from the date of grant if (1) the performance or market threshold, if any, was met and (2) the employee is still employed by us on the vesting date. At the time that restricted shares are issued, the shareholder is generally, subject to the terms of the respective agreement, entitled to the same dividend and voting rights as other holders of our common stock as long as the restricted shares are outstanding. The employee generally is restricted from transferring or selling any restricted shares or restricted share units and generally forfeits the awards upon the termination of employment prior to the end of the vesting period. The specific provisions of the awards, including exercisability and term of the award, are evidenced by agreements with the employee as determined by the compensation committee of our Board of Directors. Restricted share units pursuant to performance-based awards and market-based awards are not issued until approved by our compensation committee following completion of the specified performance period.

As of January 29, 2022, there was $11 million of unrecognized compensation expense related to the unvested restricted shares and restricted share units included in the tables below, which have been granted to employees but have not yet vested. As of January 29, 2022, the weighted average remaining life of the outstanding awards was two years.

Restricted Shares

The table below summarizes the restricted share award activity for officers and other key employees (in shares) during Fiscal 2021, Fiscal 2020, and Fiscal 2019:

	Fiscal 2021			Fiscal 2020			Fiscal 2019
		Weighted-			Weighted-			Weighted-
		average			average			average
	Number of	grant date		Number of	grant date		Number of	grant date
	Shares	fair value		Shares	fair value		Shares	fair value
Restricted shares outstanding at beginning of fiscal year	308,369	$	61	251,924	$	68	257,890	$	66
Service-based restricted shares granted/issued	42,855	$	89	131,425	$	40	42,573	$	76
Performance-based restricted shares issued related to prior year performance awards	—	$	—	42,438	$	76	43,152	$	79
Restricted shares vested, including restricted shares repurchased from employees for employees’ tax liability	(81,283)	$	77	(114,003)	$	56	(87,252)	$	71
Restricted shares forfeited	(31,052)		62	(3,415)		62	(4,439)		69
Restricted shares outstanding at end of fiscal year	238,889	$	61	308,369	$	61	251,924	$	68

The following table summarizes information about unvested restricted share awards as of January 29, 2022. The unvested restricted share awards will be settled in shares of our common stock on the vesting date, subject to the employee still being an employee at that time.

	Number of	Average
	Unvested	Fair Value
	Share	on
Description	Awards	Date of Grant
Restricted Shares Vesting in April 2022	83,324	$	77
Restricted Shares Vesting in July 2023	117,310	$	41
Restricted Shares Vesting in May 2024	38,255	$	89
Total Restricted Shares Outstanding	238,889	$	61

Restricted Share Units

The table below summarizes the restricted share unit activity for officers and other key employees (in units) during Fiscal 2021, Fiscal 2020, and Fiscal 2019:

	Fiscal 2021			Fiscal 2020			Fiscal 2019
		Weighted-			Weighted-			Weighted-
		average			average			average
	Number of	grant date		Number of	grant date		Number of	grant date
	Shares	fair value		Shares	fair value		Shares	fair value
Restricted share units outstanding at beginning of fiscal year	83,345	$	50	—	$	—	—	$	—
TSR-based restricted share units granted/issued	56,750	$	117	83,345	$	50	—	$	—
TSR-based restricted share units forfeited	(9,655)	$	68	—		—	—		—
Restricted shares outstanding at end of fiscal year	130,440	$	78	83,345	$	50	—	$	—

The restricted share units granted in the table above are at target. The restricted share units are subject to (1) our achievement of specified total shareholder return (“TSR”) ranking by Oxford relative to a comparator group during a period of approximately three years from the date of grant and (2) the recipient remaining an employee through the vesting date which is approximately three years from the date of grant. The number of shares ultimately earned will be between 0% and 200% of the restricted share units at target. These TSR-based restricted share units are entitled to dividend equivalents for dividends declared on our common stock during the performance period, which are payable after vesting of the restricted shares, for the number of shares ultimately earned. These TSR-based restricted share units do not have any voting rights during the performance period.

The following table summarizes information about unvested restricted share units as of January 29, 2022. The unvested restricted share units will be settled in shares of our common stock on the vesting date, subject to us meeting the specified TSR relative to the comparator group and the employee still being an employee at that time.

	Number of
	Unvested	Average
	TSR-Based		Fair Value
	Share/Unit	on
Description	Awards	Date of Grant
TSR-based Restricted Share Units (at target), with a July 2023 vesting date	76,340	$	50
TSR-based Restricted Share Units (at target), with a May 2024 vesting date	54,100	$	117
Total	130,440	$	78

Director Share Awards

In addition to shares granted to employees, we grant restricted shares to our non-employee directors for a portion of each non-employee director’s annual compensation. The non-employee directors must complete certain service requirements; otherwise, the restricted shares are subject to forfeiture. On the date of issuance, the non-employee directors are entitled to the same dividend and voting rights as other holders of our common stock. The non-employee directors are restricted from transferring or selling the restricted shares prior to the end of the vesting period.

Employee Stock Purchase Plan

There were less than 1 million shares of our common stock authorized for issuance under our Employee Stock Purchase Plan ("ESPP") as of January 29, 2022. The ESPP allows qualified employees to purchase shares of our common stock on a quarterly basis, based on certain limitations, through payroll deductions. The shares purchased pursuant to the ESPP are not subject to any vesting or other restrictions. On the last day of each calendar quarter, the accumulated payroll deductions are applied toward the purchase of our common stock at a price equal to 85% of the closing market price on that date. Equity compensation expense related to the employee stock purchase plan recognized was less than $1 million in each of Fiscal 2021, Fiscal 2020 and Fiscal 2019.