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Share-Based Compensation Plans and Capital Stock Transactions
 12 Months Ended
Jan. 30, 2021
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Plans and Capital Stock Transactions SHARE-BASED COMPENSATION PLANS AND CAPITAL STOCK TRANSACTIONS:
General
In June 2020, the shareholders approved the 2020 Omnibus Stock and Incentive Plan (“the 2020 Omnibus Plan”), which replaced the Chico’s FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan. The aggregate number of shares of our common stock that may be issued under the 2020 Omnibus Plan is 11.3 million shares plus any shares represented by awards granted under prior plans that are forfeited, expired or canceled without delivery of shares. Awards under the 2020 Omnibus Plan may be in the form of restricted stock, restricted stock units, performance-based restricted stock, performance-based stock units, stock options and stock appreciation rights, in accordance with the terms and conditions of the 2020 Omnibus Plan. The terms of each award will be determined by the Human Resources, Compensation and Benefits Committee of the Board of Directors or by the Board of Directors.
We have historically issued restricted stock, including non-vested restricted stock, performance-based stock units and stock options. Shares of non-vested restricted stock granted prior to fiscal 2020 have the same voting rights as common stock, are entitled to receive dividends and other distributions, and are considered to be currently issued and outstanding. Shares of restricted stock granted after fiscal 2019 have the same voting rights as common stock, are entitled to dividend equivalents only to the extent they have met their specific service conditions and are considered to be currently issued and outstanding. The Company's performance-based stock units are subject to vesting conditions, including meeting specified annual Company performance objectives. Under the annual PSU grants in March 2020, each performance based award recipient could vest 0% to 175% of the target shares granted contingent on the achievement of the Company's financial performance metrics, whereas each performance based award recipient could vest 0% to 150% of the target shares granted in July and September 2020. Performance-based stock units are entitled to dividend equivalents only to the extent the specific performance goals are met and are entitled to voting rights only upon the issuance of shares after meeting these specific performance goals. Generally, share-based awards vest evenly over three years or cliff-vest after a three-year period; stock options generally have a 10-year term. As of January 30, 2021, approximately 11.2 million shares remain available for future grants of share-based awards assuming all awards will vest 100% of the target shares granted.
    Share-based compensation expense for all awards is based on the grant date fair value of the award, net of estimated forfeitures, and is recognized over the requisite service period of the awards. Compensation expense for restricted stock awards and stock options with a service condition is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-based awards with a service condition is recognized ratably for each vesting tranche based on our estimate of the level and likelihood of meeting certain Company-specific performance goals. We estimate the expected forfeiture rate for all share-based awards, and only recognize expense for those shares expected to vest. In determining the portion of the share-based payment award that is ultimately expected to be earned, we derive forfeiture rates based on historical data. In accordance with the authoritative guidance, we revise our forfeiture rates, when necessary, in subsequent periods if actual forfeitures differ from those originally estimated. Total compensation expense related to share-based awards in fiscal 2020, 2019 and 2018 was $7.1 million, $7.1 million and $19.8 million, respectively. The total tax benefit associated with share-based compensation for fiscal 2020, 2019 and 2018 was $1.8 million, $1.8 million and $5.0 million, respectively.
Restricted Stock Awards
Restricted stock awards vest in equal annual installments over a three-year period from the date of grant, except for a restricted stock award granted to our the Chief Executive Officer (“CEO”) and President in fiscal 2019, which vests over a four-year period from the date of grant and is described further in the Company’s Current Report on Form 8-K/A filed with the SEC on August 20, 2019.
Restricted stock award activity for fiscal 2020 was as follows:
Number of
Shares		Weighted
Average Grant
Date Fair
Value
Unvested, beginning of period3,180,016 $5.47 
Granted2,681,188 3.37 
Vested(1,257,561)6.37 
Forfeited(1,183,998)4.73 
Unvested, end of period3,419,645 3.75 
Total fair value of shares of restricted stock awards that vested during fiscal 2020, 2019 and 2018 was $3.3 million, $6.7 million and $10.6 million, respectively. The weighted average grant date fair value of restricted stock awards granted during fiscal 2020, 2019 and 2018 was $3.37, $4.22 and $9.68, respectively. As of January 30, 2021, there was $7.4 million of unrecognized share-based compensation expense related to non-vested restricted stock awards. That cost is expected to be recognized over a weighted average remaining period of approximately 1.9 years.
Restricted Stock Units
Restricted stock units vest 100% one year from the date of grant with certain rights to defer settlement in shares of our common stock.
Restricted stock unit activity for fiscal 2020 was as follows:
Number of
Shares		Weighted
Average
Grant Date
Fair Value
Unvested, beginning of period71,740 $5.81 
Granted108,750 1.25 
Vested(16,560)8.76 
Forfeited— — 
Unvested, end of period163,930 2.49 
Total fair value of shares of restricted stock units that vested during fiscal 2020 was $0.02 million. The weighted average grant date fair value of restricted stock units granted during fiscal 2020 was $1.25. As of January 30, 2021, there was $0.1 million of unrecognized share-based compensation expense related to non-vested restricted stock units. That cost is expected to be recognized over a weighted average remaining period of approximately 0.4 years.
Performance-based Stock Units
For fiscal 2020, we granted PSUs contingent upon the achievement of Company-specific performance goals. The annual PSU grants in March and July 2020 have a performance period of the three fiscal years 2020 through 2022. Special PSU grants in September 2020 have a performance period of part of fiscal year 2020 through the end of fiscal year 2021. Any units earned as a result of the achievement of the performance goals of the PSUs will vest three years from the date of grant for the March and July 2020 grants and in March 2022 for the September 2020 grant and will be settled in shares of our common stock.
Performance-based stock unit activity for fiscal 2020 was as follows:
Number of
Units/Shares		Weighted
Average Grant
Date Fair
Value
Unvested, beginning of period2,042,138 $2.48 
Granted1,722,187 2.49 
Vested(29,320)14.22 
Forfeited(952,548)3.52 
Unvested, end of period2,782,457 2.04 
Total fair value of performance-based stock units that vested during fiscal 2020, 2019 and 2018 was $0.1 million, $1.4 million and $1.9 million, respectively. There was $1.6 million of unrecognized share-based compensation expense related to performance-based stock units expected to vest as of January 30, 2021. That cost is expected to be recognized over a weighted average period of approximately 1.4 years.
Employee Stock Purchase Plan
We historically offered an employee stock purchase plan (“ESPP”) under which substantially all full-time employees were given the right to purchase shares of our common stock during each of the two specified offering periods each fiscal year at a price equal to 85 percent of the value of the stock immediately prior to the beginning of each offering period. During fiscal 2020, 2019 and 2018, approximately 244,775, 354,000 and 175,000 shares, respectively, were purchased under the ESPP. Cash received from purchases under the ESPP for fiscal 2020 was $0.4 million. The ESPP expired in September 2020. The Company anticipates adopting a new ESPP upon shareholder approval at the 2021 Annual Meeting.
Share Repurchase Program
    In fiscal 2018, we repurchased 12.2 million shares at a total cost of $81.1 million under the Company's $300 million share repurchase program announced in November 2015. We did not repurchase any of the Company's common stock during fiscal 2020 and 2019. As of January 30, 2021, $55.2 million remains under the share repurchase program. However, we have no continuing obligation to repurchase shares under this authorization, and the timing, actual number and value of any additional shares to be purchased will depend on the performance of our stock price, market conditions and other considerations.