Pursuant to the Company's 2022 Equity Incentive Plan (the “Plan”), the Company’s Board of Directors may grant stock options, restricted shares, and restricted stock units to officers, directors, key crew and professional service providers. The Plan allows for the issuance of up to a total of 4.3 million shares under the Plan. As of October 28, 2023, approximately 3.4 million stock options, restricted shares, or restricted stock units were available for grant.

All stock options have a term not greater than ten years. Stock options vest and become exercisable in whole or in part, in accordance with vesting conditions set by the Company’s Board of Directors. Options granted to date generally vest over four years from the date of grant.


	Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Balance as of January 28, 2023	18,026	$	34.92	1.8

Forfeited	(100)	41.67

Exercised	(7,800)	36.70
Balance as of October 28, 2023	10,126	33.48		1.8
Exercisable as of October 28, 2023	10,126	$	33.48	1.8

The fair value of each option award granted to crew, including outside directors, is estimated on the date of grant using the Black-Scholes option-pricing model. There were no stock options granted during the thirty-nine weeks ended October 28, 2023.

All restricted stock units ("RSU") and performance-based restricted stock units ("PSU") vest in accordance with vesting conditions set by the compensation committee of the Company’s Board of Directors. RSUs and PSUs granted to date generally have vesting periods ranging from less than one year to four years from the date of grant. The fair value of RSUs is the market price of the underlying common stock on the date of grant. PSUs granted to date have vesting periods ranging from less than one year to five years from the date of grant.

PSUs that have a performance condition are subject to satisfaction of the applicable performance goals established for the respective grant. The Company periodically assesses the probability of achievement of the performance criteria and adjusts the amount of compensation expense accordingly. The fair value of these PSUs is the market price of the underlying common stock on the date of grant. Compensation is recognized over the vesting period and adjusted for the probability of achievement of the performance criteria.

PSUs that have a market condition based on our total shareholder return relative to a pre-defined peer group are subject to multi-year performance objectives with vesting periods of approximately three years from the date of grant (if the applicable performance objectives are achieved). The fair value of these PSUs are determined using a Monte Carlo simulation model, which utilizes multiple input variables such as (i) total shareholder return from the beginning of the performance cycle through the performance measurement date(s); (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the pre-defined peer group's total shareholder return.


	Restricted Stock Units			Performance-Based Restricted Stock Units
	Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value
Non-vested balance as of January 28, 2023	226,389	$	142.20	458,062	$	163.56
Granted	70,520	198.14		129,442	244.95
Vested	(74,970)	133.35		(157,192)	151.73
Forfeited	(14,385)	153.38		(124,972)	158.97
Non-vested balance as of October 28, 2023	207,554	$	163.63	305,340	$	206.03

In connection with the vesting of RSUs and PSUs during the thirty-nine weeks ended October 28, 2023, the Company withheld 84,527 shares with an aggregate value of $16.4 million in satisfaction of minimum tax withholding obligations due upon vesting.

In connection with the vesting of RSUs and PSUs during the thirty-nine weeks ended October 29, 2022, the Company withheld 30,380 shares with an aggregate value of $4.6 million in satisfaction of minimum tax withholding obligations due upon vesting.

As of October 28, 2023, there was $39.9 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements (including stock options, RSUs and PSUs) granted under the Plan. The cost is expected to be recognized over a weighted average vesting period of 2.3 years.

On March 20, 2018, the Company's Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of the Company's common stock through March 31, 2021, on the open market, in privately negotiated transactions, or otherwise. This program expired on March 31, 2021.

On March 9, 2021, the Company's Board of Directors approved a new share repurchase program for up to $100 million of the Company's common stock through March 31, 2024. In fiscal 2021, the Company purchased 368,699 shares at an aggregate cost of approximately $60.0 million, or average price of $162.75 per share. In fiscal 2022, the Company purchased 247,132 shares at an aggregate cost of approximately $40.0 million, or average price of $161.88 per share. The Company has exhausted repurchases under this program.

On June 14, 2022, the Company's Board of Directors approved a new share repurchase program for up to $100 million of the Company's common stock through June 30, 2025. During the thirteen weeks ended October 28, 2023, the Company purchased 504,369 shares at an aggregate cost of approximately $80.0 million, or average price of $158.63 per share. On November 27, 2023, the Company's Board of Directors retired this share repurchase program.

On November 27, 2023, the Company's Board of Directors approved a new share repurchase program for up to $100 million of the Company's common stock through November 27, 2026.