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Share-Based Compensation

12 Months Ended

Feb. 03, 2024

Jan. 28, 2023

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plan

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, as amended, allows for the issuance of up to a total of 4.3 million shares under the Plan. As of February 3, 2024, approximately 3.4 million stock options, restricted shares, or restricted stock units were available for grant.

Common Stock Options

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.

Stock option activity under the Plan was as follows:


	Options outstanding	Weighted average exercise price		Weighted average remaining contractual term




























Balance as of January 30, 2021	53,029	$	33.22	3.2
Granted	—	—
Forfeited	(432)	4.28
Exercised	(12,834)	30.29
Balance as of January 29, 2022	39,763	34.48		2.3
Granted	—	—
Forfeited	—	—
Exercised	(21,737)	34.11
Balance as of January 28, 2023	18,026	34.92		1.8
Granted	—	—
Forfeited	(100)	41.67
Exercised	(7,800)	36.70
Balance as of February 3, 2024	10,126	33.48		1.6
Exercisable as of February 3, 2024	10,126	$	33.48	1.6

Restricted Stock Units and Performance-Based Restricted Stock Units

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 granted to date have vesting periods ranging from less than one year to five years from the date of grant and 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.

RSU and PSU activity under the Plan was as follows:


	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 30, 2021	304,398	$	99.94	259,776	$	151.73
Granted	77,966	185.62		89,460	196.36
Vested	(115,763)	95.79		—	—
Forfeited	(12,306)	124.14		—	—
Non-vested balance as of January 29, 2022	254,295	126.93		349,236	163.16
Granted	123,661	142.37		127,598	165.90
Vested	(122,349)	110.96		—	—
Forfeited	(29,218)	140.85		(18,772)	172.01
Non-vested balance as of January 28, 2023	226,389	142.2		458,062	163.56
Granted	70,858	198.09		129,442	244.95
Vested	(78,268)	135.48		(157,192)	151.73
Forfeited	(22,670)	152.87		(130,918)	161.02

Non-vested balance as of February 3, 2024	196,309	$	163.82	299,394	$	206.07

In connection with the vesting of RSUs and PSUs during fiscal 2023, the Company withheld 85,594 shares with an aggregate value of $16.6 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2022, the Company withheld 31,971 shares with an aggregate value of $5.0 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2021, the Company withheld 38,342 shares with an aggregate value of $7.3 million in satisfaction of minimum tax withholding obligations due upon vesting.

As of February 3, 2024, there was $32.4 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 2.2 years.

Share Repurchase Program

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 its common shares through March 31, 2024. In fiscal 2021, the Company repurchased 368,699 shares under this program at an aggregate cost of approximately $60.0 million, or an average price of $162.75 per share. In fiscal 2022, the Company repurchased 247,132 shares under this program at an aggregate cost of approximately $40.0 million, or an 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 our common stock through June 30, 2025. In fiscal 2023, the Company repurchased 504,369 shares under this program at an aggregate cost of approximately $80.0 million, or an average price of $158.63 per share. This program was retired on November 27, 2023.

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. As of February 3, 2024, the Company has not made any repurchases under this program.

Since approval of the share repurchase program in March 2018, we have purchased approximately 1,600,000 shares for an aggregate cost of approximately $232 million. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be modified or discontinued at any time.

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. The Company did not grant any stock options in fiscal 2023, fiscal 2022 and fiscal 2021.

The Company uses the simplified method to estimate the expected term of the option. The expected volatility incorporates historical and implied volatility of similar entities whose share prices are publicly available. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The total intrinsic value of stock options exercised during fiscal 2023, fiscal 2022 and fiscal 2021 was $1.1 million, $3.1 million and $2.1 million, respectively. The aggregate intrinsic value of stock options outstanding and exercisable was $1.5 million as of February 3, 2024. In fiscal 2023, fiscal 2022 and fiscal 2021, the Company received cash from the exercise of options of $0.3 million, $0.8 million and $0.4 million, respectively. Upon option exercise, the Company issued new shares of common stock.