The Company has a stockholder-approved plan, the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”), under which the Company’s officers, senior management, other key employees, consultants and directors may be granted equity-based awards. The Company also grants shares under its 2019 Equity Inducement Award Program (the “2019 Inducement Program”) to induce selected individuals to become employees of the Company. The 2002 Plan and 2019 Inducement Program are collectively referred to as the “Stock Award Plans”. In conjunction with the Stock Award Plans, the Company maintains a long-term incentive program (the “LTIP”) that provides for equity awards, including performance and market-based equity awards that can be earned over defined performance periods.

There were 873, 237 and 990 shares underlying restricted stock awards (“RSAs”) or restricted share units (“RSUs”) granted under the Stock Award Plans during fiscal years 2022, 2021 and 2020, respectively, of which 249, 51 and 554, respectively, were granted under the LTIP and are subject to the achievement of minimum performance goals or market conditions, with the remaining being service-based awards. For performance awards and market awards, the foregoing share figures are stated at target levels, and the awards outstanding at June 30, 2022 generally provide for vesting at 0% to 200% of the target level. There were no options granted under the Stock Award Plans during fiscal years 2022, 2021 and 2020. At June 30, 2022, there were 6,355 and 2,635 shares available for grant under the 2002 Plan and 2019 Inducement Program, respectively.

Awards of restricted stock are either RSAs or RSUs that are issued at no cost to the recipient. RSA holders have all rights of a stockholder at the grant date, subject to certain restrictions on transferability and a risk of forfeiture. There were no RSAs outstanding at June 30, 2022. Shares underlying RSUs are not issued until vesting. Both award types are subject to continued employment and vesting conditions in accordance with provisions set forth in the applicable award agreements. The Company also grants market-based RSUs that vest contingent on meeting specific Total Shareholder Return (“TSR”) targets over a specified time period, and performance-based RSUs that vest contingent on meeting specific financial results within a specified time period. Performance-based or market-based RSUs are issued in the form of performance share units (“PSUs”).


	2022	Weighted Average Grant Date Fair Value (per share)	2021	Weighted Average Grant Date Fair Value (per share)	2020	Weighted Average Grant Date Fair Value (per share)
Non-vested - RSAs, RSUs and PSUs	1,780	$16.55	2,050	$15.85	2,729	$12.94
Granted	873	$43.55	237	$36.13	990	$17.36
Vested	(1,583)	$15.61	(375)	$25.21	(290)	$23.28
Forfeited	(280)	$32.98	(132)	$17.18	(1,379)	$8.80
Non-vested - RSAs, RSUs and PSUs	790	$42.44	1,780	$16.55	2,050	$15.85

At June 30, 2022, the table above includes a total of 163 shares that represent the target number of shares that may be earned based on pre-defined market conditions that are eligible to vest ranging from 0% to 200% of target. All such shares relate to the 2022-2024 LTIP as further described below. Granted shares also include 56 shares that may be earned based on certain performance-based metrics being met, all of which remained outstanding at June 30, 2022. Vested shares during the year ended

June 30, 2022 include a total of 1,299 shares under the 2019-2021 LTIP that vested at 100% of target based on achievement of target absolute total shareholder return ("TSR") levels, and a total of 13 shares granted in a previous period that vested based on certain performance-based metrics being met. Vested shares during the year ended June 30, 2021 include a total of 20 shares under the 2018-2020 LTIP that vested at 150% of target based on achievement of the maximum relative TSR target.

The participants of the LTIP include certain of the Company’s executive officers and other key executives. The LTI Program is administered by the Compensation Committee which is responsible for, among other items, selecting the specific performance measures for awards, setting the target performance required to receive an award after the completion of the performance period, and determining the specific payout to the participants.

During the fiscal year ended June 30, 2022, the Company granted market-based PSU awards under the LTIP with a total target payout of 193 shares of common stock. At June 30, 2022, 163 of such shares were outstanding. Vesting is pursuant to a defined calculation of either relative TSR or absolute TSR (as defined in the award agreement) over the period from November 18, 2021 through the earlier of (i) November 17, 2024; (ii) the date the participant’s employment is terminated due to death or Disability (as defined); or (iii) the effective date of a Change in Control (as defined in the award agreement) (the “TSR Performance Period”). Vesting of 109 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the TSR Performance Period (the “Relative TSR PSUs”). Vesting of 54 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the TSR Performance Period (the “Absolute TSR PSUs”). Total shares eligible to vest for both the Relative TSR PSUs and Absolute TSR PSUs range from 0% to 200% of the target amount. Grant date fair values are calculated using a Monte Carlo simulation model with weighted average grant date fair values per target share and related valuation assumptions as follows:

Vesting is pursuant to the achievement of pre-established three-year compound annual TSR targets over the period from November 6, 2018 to November 6, 2021 with total shares eligible to vest ranging from 0% to 300% of the target award amount. Certain shares are subject to a holding period of one year after the vesting date, resulting in an illiquidity discount being applied to the grant date fair value for such shares. There were 51 and 554 PSUs granted during fiscal years 2021 and 2020, respectively. No such awards were granted during fiscal year 2022. Grant date fair

Vesting was pursuant to a defined calculation of relative TSR over the period from January 24, 2019 to June 30, 2020, with total shares eligible to vest ranging from 0% to 150% of the grant. No such awards were granted during fiscal 2021 or 2020. In the first quarter of fiscal 2021, the Compensation Committee determined that all outstanding awards under the 2018-2020 LTIP vested at 150% as a result of the maximum relative TSR target having been met.

On November 6, 2018, the Company’s CEO, Mark L. Schiller received a market-based PSU award with a target payout of 350 shares of common stock and a maximum payout of 1,050 shares of common stock (the “CEO Inducement Grant”). Vesting was pursuant to the achievement of pre-established three-year compound annual TSR levels over the period from November 6, 2018 to November 6, 2021. These PSUs were subject to a holding period of one year after the vesting date. As such, an illiquidity discount was applied to the grant date fair value. The grant date fair value per target share and related valuation assumptions used in the Monte Carlo simulation to value this award were as follows:

The total grant date fair value of the award was $7,571. This PSU award was granted outside of the Stock Award Plans. In the second quarter of fiscal 2022, the Compensation Committee determined that the CEO Inducement Grant vested at 100% as a result of the TSR targets having been met.

Additionally, from time to time, the Company grants other awards that can be RSUs or PSUs to certain employees. RSUs generally vest over periods of one to three years based upon continued employment. PSUs generally vest over periods of one to three years based upon continued employment and the achievement of certain performance-based metrics being met. As of June 30, 2022, there were 369 and 56 of such RSUs and PSUs outstanding, respectively.


	Fiscal Year Ended June 30,
	2022		2021		2020
Selling, general and administrative expense	$	15,611	$	15,659	$	13,078
Discontinued operations	—		—		544
Total compensation cost recognized for stock-based compensation plans	$	15,611	$	15,659	$	13,622
Related income tax benefit	$	1,574	$	1,296	$	1,518

The Company did not grant any stock options in fiscal years 2022, 2021 or 2020, and there were no stock options exercised during these periods. There were 122 options outstanding at each of June 30, 2022, 2021 and 2020, relating to a grant under a prior plan. Although no further awards can be granted under the prior plan, the options outstanding continue in accordance with the terms of the plan and grant.

For options outstanding and exercisable at June 30, 2022, the aggregate intrinsic value (the difference between the closing stock price on the last day of trading in the year and the exercise price) was $2,578, and the weighted average remaining contractual life was 9.0 years. The weighted average exercise price of these options was $2.26. At June 30, 2022, there was no unrecognized compensation expense related to stock option awards.