Share-Based Compensation

12 Months Ended

Jan. 31, 2023

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Note 16—Share-Based Compensation

The Company maintains the following share-based compensation plans:

Stock Plans:

We have one equity incentive plan from which we are authorized to grant equity awards, the AstroNova, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for, among other things, the issuance of awards, including incentive stock options,

non-qualified

stock options, stock appreciation rights, time-based restricted stock units (“RSUs”), or performance-based restricted stock units (“PSUs”) and restricted stock awards (RSAs). The 2018 Plan authorizes the issuance of up to 950,000 shares of common stock, plus an additional number of shares equal to the number of shares subject to awards granted under the previous equity incentive plans that are forfeited, cancelled, satisfied without the issuance of stock, otherwise terminated (other than by exercise), or, for shares of stock issued pursuant to any unvested award, that are reacquired by us at not more than the grantee’s purchase price (other than by exercise). Under the 2018 Plan, all awards to employees generally have a minimum vesting period of one year. Options granted under the 2018 Plan must be issued at an exercise price of not less than the fair market value of our common stock on the date of grant and expire after ten years. Under the 2018 Plan, there were 124,962 unvested RSUs; 128,793 unvested PSUs; 21,172 unvested RSAs and options to purchase an aggregate of 135,500 shares outstanding as of January 31, 2023.

In addition to the 2018 Plan, we previously granted equity awards under our 2015 Equity Incentive Plan (the “2015 Plan”) and our 2007 Equity Incentive Plan (the “2007 Plan”). No new awards may be issued under either the 2007 or 2015 Plans, but outstanding awards will continue to be governed by those plans. As of January 31, 2023, options to purchase an aggregate of 276,574 shares were outstanding under the 2007 Plan and options to purchase an aggregate of 135,125 shares were outstanding under the 2015 Plan.

We also have a

Non-Employee

Director Annual Compensation Program (the “Program”), under which each of our

non-employee

directors automatically receives a grant of restricted stock on the date of their

re-election

to our board of directors. The number of whole shares granted is equal to the number calculated by dividing the stock component of the director compensation amount determined by the compensation committee for that year by the fair market value of our stock on that day. The value of the restricted stock award for fiscal 2023 was $65,000. Shares of restricted stock granted under the Program become vested on the first anniversary of the date of grant, conditi

one

d upon the recipient’s continued service on our board of directors through that date.

Share-Based Compensation:

Share-based compensation expense has been recognized as follows:


	Years Ended January 31
	2023		2022		2021
(In thousands)
Stock Options	$	7	$	210	$	517
Restricted Stock Awards and Restricted Stock Units		1,271		1,266		1,285
Employee Stock Purchase Plan		12		17		17

Total	$	1,290	$	1,493	$	1,819

Stock Options:

Aggregated information regarding stock options granted under the plans is summarized below:


	Number of Shares			Weighted- Average Exercise Price Per Share
Options Outstanding, January 31, 2020		679,044		$	14.46
Options Granted		—			—
Options Exercised		(1,200	)		7.60
Options Forfeited		(54,361	)		12.89
Options Cancelled		(1,400	)		7.36

Options Outstanding, January 31, 2021		622,083		$	14.63
Options Granted		—			—
Options Exercised		(6,425	)		9.34
Options Forfeited		(17,615	)		15.09
Options Cancelled		—			—

Options Outstanding, January 31, 2022		598,043		$	14.67
Options Granted		—			—
Options Exercised		(42,944	)		8.74
Options Forfeited		(5,500	)		15.42
Options Cancelled		(2,400	)		8.09

Options Outstanding, January 31, 2023		547,199		$	15.16

Set forth below is a summary of options outstanding at January 31, 2023:


Outstanding							Exercisable
Range of Exercise prices	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Number of Shares		Weighted- Average Exercise Price		Weighted Average Remaining Contractual Life

$5.00-10.00		—	$	—		—		—	$	—		—
$10.01-15.00		332,849		13.68		2.9		332,849		13.68		2.9
$15.01-20.00		214,350		17.45		4.8		214,350		17.45		4.8

		547,199	$	15.16		3.7		547,199	$	15.16		3.7

No options were granted during fiscal 2023 or fiscal 2022. As of January 31, 2023, there was no unrecognized compensation expense related to the unvested stock options granted under the plans

As of January 31, 2023, the aggregate intrinsic value (the aggregate difference between the closing stock price of our common stock on January 31, 2023, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $50,000 for all exercisable options and all options outstanding. The total aggregate intrinsic value of options exercised during fiscal 2023, 2022 and 2021 was $200,000, $26,000, and $4,000,

respectively.

Restricted Stock Units, Performance-Based Restricted Stock Units and Restricted Stock Awards :

Aggregated information regarding RSUs, PSUs and RSAs granted under the Plan is summarized below:


	RSUs, PSUs & RSAs			Weighted-Average Grant Date Fair Value
Outstanding at January 31, 2020		134,634		$	16.79
Granted		245,131			7.61
Vested		(64,997	)		17.28
Forfeited		(117,355	)		8.83

Outstanding at January 31, 2021		197,413		$	9.96
Granted		151,406			14.51
Vested		(126,939	)		10.43
Forfeited		(900	)		14.26

Outstanding at January 31, 2022		220,980		$	13.23
Granted		141,371			12.70
Vested		(85,324	)		13.45
Forfeited		(2,100	)		13.25

Outstanding at January 31, 2023		274,927		$	12.82

As of January 31, 2023, there was $2.0 million of unrecognized compensation expense related to unvested RSUs, PSUs and RSAs. This expense is expected to be recognized over a weighted average period of 1.3 years.

Employee Stock Purchase Plan (ESPP):

On June 7, 2022, we adopted the AstroNova Inc. 2022 Employee Stock Purchase Plan (“2022 ESPP”) to replace our previous Employee Stock Purchase Plan (the “Prior ESPP”). The 2022 ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair value on the first or last day of an offering period, whichever is less. A total of 40,000 shares were reserved for issuance under this plan and 5,045 shares were purchased under the 2022 ESSP during the year ended January 31, 2023. During the periods ended January 31, 2023 and January 31, 2022, there were 1,550 and 8,092 shares, respectively, purchased under the Prior ESPP, and no additional purchases may be made under the Prior ESPP. As of January 31, 2023, 34,955 shares remain available for purchase under the 2022 ESPP.