In fiscal 2018, our shareholders approved the La-Z-Boy Incorporated 2017 Omnibus Incentive Plan which provides for the grant of stock options, stock appreciation rights, restricted stock, stock units (including deferred stock units), unrestricted stock, dividend equivalent rights, and short-term cash incentive awards. Under this plan, as amended, the aggregate number of common shares that may be issued through awards of any form is 5.9 million shares.


	Fiscal Year Ended
	(53 weeks)		(52 weeks)		(52 weeks)
(Amounts in thousands)	4/30/2022		4/24/2021		4/25/2020
Equity-based awards expense
Stock options	$	1,973	$	2,959	$	2,000
Restricted stock awards	3,720		3,367		2,913
Restricted stock units issued to Directors	1,194		840		900
Performance-based shares	4,971		5,505		2,558
Total equity-based awards expense	11,858		12,671		8,371
Liability-based awards expense
Stock appreciation rights	(102)		375		(240)


Deferred stock units issued to Directors	(1,058)		1,437		(768)
Other (1)	29		66		26
Total liability-based awards expense (2)	(1,131)		1,878		(982)
Total stock-based compensation expense	$	10,727	$	14,549	$	7,389

Stock Options. The La-Z-Boy Incorporated 2017 Omnibus Incentive Plan authorized grants to certain employees and directors to purchase common shares at a specified price, which may not be less than 100% of the current market price of the stock at the date of grant. We granted 252,996 stock options to employees during the first quarter of fiscal 2022, and we also have stock options outstanding from previous grants. We account for stock options as equity-based awards because when they are exercised, they will be settled in common shares. We recognize compensation expense for stock options over the vesting period equal to the fair value on the date our Compensation Committee approved the awards. The vesting period for our stock options ranges from one to four years, with accelerated vesting upon retirement. The vesting date for retirement-eligible employees is the later of the date they meet the criteria for retirement or the end of the fiscal year in which the grant was made. We accelerate the expense for options granted to retirement eligible employees over the vesting period, with expense recognized from the grant date through their retirement eligibility date or over the ten months following the grant date, whichever period is longer. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. Granted options outstanding under the former long-term equity award plan remain in effect and have a term of 10 years.

We estimate the fair value of the employee stock options at the date of grant using the Black-Scholes option-pricing model, which requires management to make certain assumptions. The fair value of stock options granted during fiscal years 2022, 2021, and 2020 were calculated using the following assumptions:


	Grant Year
	Fiscal 2022		Fiscal 2021		Fiscal 2020		Assumption
Risk-free interest rate	0.82%		0.34%		2.19%		U.S. Treasury issues with term equal to expected life at grant date
Dividend rate	1.58%		—%		1.72%		Estimated future dividend rate and common share price at grant date
Expected life	5.0 years		5.0 years		5.0 years		Contractual term of stock option and expected employee exercise trends
Stock price volatility	42.16%		41.79%		34.27%		Historical volatility of our common shares
Fair value per option	$	12.29	$	10.06	$	7.94

Plan activity for stock options under the above plans was as follows:


	Number of Shares (In Thousands)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at April 24, 2021	1,342	$	29.05	7.2	$	19,008
Granted	253	37.93		N/A	N/A
Canceled	(41)	29.92		N/A	N/A

Exercised	(38)	29.32		N/A	252
Outstanding at April 30, 2022	1,516	30.51		6.6	24

Exercisable at April 30, 2022	1,042	$	28.97	5.8	$	24

The aggregate intrinsic value of options exercised was $5.1 million and $1.7 million in fiscal 2021 and fiscal 2020, respectively. As of April 30, 2022, our total unrecognized compensation cost related to non-vested stock option awards was $2.3 million, which we expect to recognize over a weighted-average remaining vesting term of all unvested awards of 1.8 years. During the year ended April 30, 2022, stock options with respect to 0.4 million shares vested.

Restricted Stock. We awarded 121,963 shares of restricted stock to employees during fiscal 2022. We issue restricted stock at no cost to the employees, and the shares are held in an escrow account until the vesting period ends. If a recipient's employment ends during the escrow period (other than through death or disability), the shares are returned at no cost to the Company. We account for restricted stock awards as equity-based awards because when they vest, they will be settled in common shares. The weighted average fair value of the restricted stock that was awarded in fiscal 2022 was $38.27 per share, the market value of our common shares on the date of grant. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. We recognize compensation expense for restricted stock over the vesting period equal to the fair value on the date our Compensation Committee approved the awards. Restricted stock awards vest at 25% per year, beginning one year from the grant date for a term of four years.

Restricted Stock Units Issued to Directors. Restricted stock units granted to our non-employee directors are offered at no cost to the directors and vest when a director leaves the board. During fiscal 2022, fiscal 2021, and fiscal 2020 we granted less than 0.1 million restricted stock units each year to our non-employee directors. We account for these restricted stock units as equity-based awards because when they vest, they will be settled in shares of our common stock. We measure and recognize compensation expense for these awards based on the market price of our common shares on the date of grant. The weighted-average fair value of the restricted stock units that were granted during fiscal 2022, fiscal 2021, and fiscal 2020 was $35.34, $32.08, and $31.77, respectively.

Performance Awards. Under the La-Z-Boy Incorporated 2017 Omnibus Incentive Plan, the Compensation Committee of the board of directors is authorized to award common shares to certain employees based on the attainment of certain financial goals over a given performance period. The awards are offered at no cost to the employees. In the event of an employee's termination during the vesting period, the potential right to earn shares under this program is generally forfeited.

During the first quarter of fiscal 2022, we granted 125,021 performance-based shares. We also have performance-based share awards outstanding from previous grants. Payout of the fiscal 2022 grant depends on our financial performance (50%) and a market-based condition based on the total return our shareholders receive on their investment in our stock relative to returns earned through investments in other public companies (50%). The performance share opportunity ranges from 50% of the employee's target award if minimum performance requirements are met to a maximum of 200% of the target award based on the attainment of certain financial and shareholder-return goals over a specific performance period, which is generally three fiscal years. Grants of performance-based shares during fiscal 2021 were weighted the same as those granted during fiscal 2022, while grants of performance-based shares during fiscal 2020 were weighted (80%) on financial performance and (20%) on market-based conditions.

The number of awards that will vest, as well as unearned and canceled awards, depend on the achievement of certain financial and shareholder-return goals over the three-year performance periods, and will be settled in shares if service conditions are met, requiring employees to remain employed with the Company through the end of the three-year performance periods.

The following table summarizes the performance-based shares outstanding at the maximum award amounts based upon the respective performance share agreements:


	Shares (In Thousands)	Weighted Average Grant Date Fair Value
Outstanding shares at April 24, 2021	669	$	30.32
Granted	250	36.13
Vested	(130)	31.71
Unearned or canceled	(168)	30.65
Outstanding shares at April 30, 2022	621	32.28

We account for performance-based shares as equity-based awards because when they vest, they will be settled in common shares. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. For shares that vest based on our results relative to the performance goals, we expense as compensation cost the fair value of the shares as of the day we granted the awards recognized over the performance period, taking into account the

probability that we will satisfy the performance goals. The fair value of each share of the awards we granted in fiscal 2022, fiscal 2021, and fiscal 2020 that vest based on attaining performance goals was $36.13, $30.75, and $28.68, respectively, the market value of our common shares on the date we granted the awards less the dividends we expect to pay before the shares vest. For shares that vest based on market conditions, we use a Monte Carlo valuation model to estimate each share's fair value as of the date of grant. The Monte Carlo valuation model uses multiple simulations to evaluate our probability of achieving various stock price levels to determine our expected performance ranking relative to our peer group. Similar to the way in which we expense the awards of stock options, we expense compensation cost over the vesting period regardless of whether the market condition is ultimately satisfied. Based on the Monte Carlo model, the fair value as of the grant date of the fiscal 2022, fiscal 2021, and fiscal 2020 grants of shares that vest based on market conditions was $51.85, $38.14, and $38.75, respectively. Our unrecognized compensation cost at April 30, 2022, related to performance-based shares was $5.6 million based on the current estimates of the number of awards that will vest, and is expected to be recognized over a weighted-average remaining contractual term of all unvested awards of 1.3 years.


	Fiscal Year Ended
	(53 weeks)		(52 weeks)		(52 weeks)
(Amounts in thousands)	4/30/2022		4/24/2021		4/25/2020
Fiscal 2018 grant	$	—	$	—	$	611
Fiscal 2019 grant	—		1,545		996
Fiscal 2020 grant	1,066		2,051		951
Fiscal 2021 grant	2,195		1,909		—
Fiscal 2022 grant	1,710		—		—
Total expense	$	4,971	$	5,505	$	2,558

Stock Appreciation Rights ("SARs"). We have not granted any SARs to employees since fiscal 2014, but we have SARs outstanding from the fiscal 2014 award. All outstanding SARs are fully vested and have a term of ten years. SARs will be paid in cash upon exercise and, accordingly, we account for SARs as liability-based awards that we remeasure to fair value at the end of each reporting period. We have no remaining unrecognized compensation cost at April 30, 2022, relating to SARs awards as they are all fully vested, but we will continue to remeasure these awards to reflect the fair value at the end of each reporting period until all awards are exercised or forfeited. As of April 30, 2022, we had 6,010 SARs outstanding for the fiscal 2014 award. These awards have exceeded their expected life and are remeasured to fair value based on their intrinsic value, which is the market value of our common stock on the last day of the reporting period less the exercise price, until the earlier of the exercise date or the contractual term date. At April 30, 2022, the intrinsic value per share of the fiscal 2014 award was $7.22.

Deferred Stock Units Issued to Directors. We have not granted any deferred stock units to non-employee directors since fiscal 2010, but we have units outstanding from the fiscal 2009 and fiscal 2010 awards. We account for awards under our deferred stock unit plan for non-employee directors as liability-based awards because upon exercise these awards will be paid in cash. We measure and recognize compensation expense based on the market price of our common stock on the grant date. We remeasure and adjust the liability based on the market value (intrinsic value) of our common shares on the last day of the reporting period until paid with a corresponding adjustment to reflect the cumulative amount of compensation expense. For purposes of dividends and for measuring the liability, each deferred stock unit is the equivalent of one common share. As of April 30, 2022, we had 0.1 million deferred stock units outstanding. Our liability related to these awards was $1.6 million and $2.7 million at April 30, 2022, and April 24, 2021, respectively, and is included as a component of other long-term liabilities on our consolidated balance sheet.