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Note 17 - Share-based Compensation | 12 Months Ended
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Jun. 30, 2021
Notes to Financial Statements |
Share-based Payment Arrangement [Text Block] |
(17) | Share-Based Compensation
We recognized total share-based compensation expense of $1.3 million, $0.3 million, and $0.1 million in fiscal 2021, 2020 and 2019, respectively. These amounts have been included in the consolidated statements of comprehensive income within SG&A. As of June 30, 2021, $1.5 million of total unrecognized compensation expense related to non-vested equity awards is expected to be recognized over a weighted average period of 1.9 years. There was no share-based compensation capitalized as of June 30, 2021 and 2020, respectively. At June 30, 2021, there were 1,385,340 shares of common stock available for future issuance pursuant to the Ethan Allen Interiors Inc. Stock Incentive Plan (the “Plan”). Under this Plan, the initial aggregate number of shares of common stock that may be issued through awards of any form was 6,487,867 shares. The Plan provides for the grant of stock options, restricted stock and stock units. The Plan also provides for the issuance of stock appreciation rights (“SARs”) on issued options, however no SARs have been issued to date. All share-based awards are approved by the Compensation Committee of the Board of Directors after consideration of recommendations proposed by the Chief Executive Officer. Stock options are granted with an exercise price equal to the market price of our common stock at the date of grant, vest ratably over a specified service period and have a contractual term of 10 years. Equity awards can also include performance vesting conditions. Company policy further requires an additional one year holding period beyond the service vest date for certain executives. Grants to independent directors have a three-year service vesting condition. Stock Option Activity A summary of stock option activity during fiscal 2021 is presented below.
|  |  |  |  |  |  |  |  |  | Weighted |  |  |  |  |
|  |  |  |  |  | Weighted |  |  | Average |  |  |  |  |
|  |  |  |  |  | Average |  |  | Remaining |  |  | Aggregate |
|  |  |  |  |  | Exercise |  |  | Contractual |  |  | Intrinsic Value |
|  | Options |  |  | Price |  |  | Term (yrs) |  |  | ($ in thousands) |
Outstanding at June 30, 2020 |  |  | 403,106 |  |  | $ | 21.24 |  |  |  | 4.4 |  |  | $ | - |
Granted |  |  | 37,008 |  |  | $ | 12.97 |  |  |  | n/a |  |  |  | n/a |
Exercised |  |  | (174,662 | ) |  | $ | 16.95 |  |  |  | n/a |  |  | $ | 667 |
Canceled (forfeited/expired) |  |  | (11,497 | ) |  | $ | 18.62 |  |  |  | n/a |  |  |  | n/a |
Outstanding at June 30, 2021 |  |  | 253,955 |  |  | $ | 23.10 |  |  |  | 5.6 |  |  | $ | 1,368 |
Exercisable at June 30, 2021 |  |  | 174,371 |  |  | $ | 26.26 |  |  |  | 4.3 |  |  | $ | 459 |
The aggregate intrinsic value of stock options exercised during fiscal 2021, 2020 and 2019 was $0.7 million, less than $0.1 million and $0.3 million, respectively. We received proceeds from employee stock option exercises of $3.0 million, $0.1 million, and $0.8 million during fiscal 2021, 2020, and 2019, respectively. A summary of the nonvested shares as of June 30, 2021 and changes during the fiscal year then ended is presented below.
|  |  |  |  |  | Weighted Average |
|  | Options |  |  | Exercise Price |
Nonvested at June 30, 2020 |  |  | 82,738 |  |  | $ | 19.61 |
Granted |  |  | 37,008 |  |  | $ | 12.97 |
Vested |  |  | (32,662 | ) |  | $ | 21.60 |
Canceled (forfeited) |  |  | (7,500 | ) |  | $ | 14.58 |
Nonvested at June 30, 2021 |  |  | 79,584 |  |  | $ | 16.18 |
As of June 30, 2021, $0.2 million of total unrecognized compensation expense related to non-vested stock options is expected to be recognized over a weighted average remaining period of 1.9 years. Employee Stock Option Grants. There were no stock option awards granted to employees during fiscal 2021. The Company granted 25,000 stock options with a weighted average exercise price of $16.90 to existing employees during fiscal 2020. These stock option awards vest 25% annually on the anniversary date of the grant and are fully vested after four years, expiring ten years from the date of grant. Stock options granted to employees during fiscal 2020 were valued using the Black-Scholes option pricing model with the following weighted average assumptions. There were no stock option awards granted to employees during fiscal 2019.
|  | 2020 |
Volatility |  |  | 30.8 | %
Risk-free rate of return |  |  | 1.72 | %
Dividend yield |  |  | 5.04 | %
Expected average life (years) |  |  | 6.7 |
Grant date fair value |  | $ | 2.24 |
Fair value as a % of exercise price |  |  | 13.3 | %
Non-Employee Stock Option Grants. The Plan also provides for the grant of share-based awards, including stock options, to non-employee directors of the Company. During fiscal 2021, we granted 37,008 stock options at an exercise price of $12.97 to our existing non-employee Directors. In fiscal 2020, we granted 34,188 stock options at an exercise price of $17.55 and in fiscal 2019, a total of 25,590 stock options were granted at an exercise price of $23.45. These stock options vest in three equal annual installments beginning on the first anniversary of the date of grant so long as the director continues to serve on our Board. All options granted to directors have an exercise price equal to the fair market value of our common stock on the date of grant and remain exercisable for a period of up to ten years, subject to continuous service on our Board. Non-employee (independent) directors were granted stock options during the first quarter of each fiscal year presented and valued using the Black-Scholes option pricing model with the following assumptions:
|  | 2021 |  |  | 2020 |  |  | 2019 |
Volatility |  |  | 38.2 | % |  |  | 30.8 | % |  |  | 31.3 | %
Risk-free rate of return |  |  | 0.35 | % |  |  | 1.55 | % |  |  | 2.80 | %
Dividend yield |  |  | 3.26 | % |  |  | 3.97 | % |  |  | 3.24 | %
Expected average life (years) |  |  | 5.5 |  |  |  | 5.3 |  |  |  | 5.0 |
Grant date fair value |  | $ | 3.20 |  |  | $ | 3.30 |  |  | $ | 5.30 |
Fair value as a % of exercise price |  |  | 24.7 | % |  |  | 18.8 | % |  |  | 22.6 | %
Restricted Stock Unit Activity A summary of restricted stock unit activity during fiscal 2021 is presented below.
|  | Restricted Stock Units |  |  | Weighted Average Fair Value |
Outstanding at June 30, 2020 |  |  | 56,000 |  |  | $ | 9.15 |
Granted |  |  | 38,000 |  |  | $ | 9.58 |
Vested |  |  | (12,375 | ) |  | $ | 9.15 |
Canceled (forfeited) |  |  | (10,625 | ) |  | $ | 9.15 |
Outstanding at June 30, 2021 |  |  | 71,000 |  |  | $ | 9.38 |
During fiscal 2021 we granted 38,000 non-performance based restricted stock units (“RSUs”), with a weighted average grant date fair value of $9.58 and vest in two equal annual installments on the first and second anniversary of the date of grant. In fiscal 2020, we granted 58,000 non-performance based RSUs, with a weighted average grant date fair value of $9.15, and vest 25% annually on the anniversary date of grant. There were no non-performance based RSUs granted during fiscal 2019. RSUs granted to employees entitle the holder to receive the underlying shares of common stock as the unit vests over the relevant vesting period. The RSUs do not entitle the holder to receive dividends declared on the underlying shares while the RSUs remain unvested. We account for these RSUs as equity-based awards because when they vest, they will be settled in shares of our common stock. The grant date fair value of RSUs is measured by reducing the grant date price of the Company's common stock by the present value of the dividends expected to be paid on the underlying stock during the requisite service period, discounted at the appropriate risk-free interest rate. As of June 30, 2021, $0.5 million of total unrecognized compensation expense related to non-vested restricted stock units is expected to be recognized over a weighted average remaining period of 2.0 years. Performance Stock Unit Activity Under the 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 performance period, the right to earn shares under this program is forfeited. Payout of these performance stock unit (“PSU”) grants depends on our financial performance (80%) 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 peer companies (20%). The performance award opportunity ranges from 50% of the employee's target award if minimum performance requirements are met to a maximum of 125% 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. 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 us through the end of the three-year performance periods. We account for PSU awards as equity-based awards because upon vesting, they will be settled in common shares. We expense as compensation cost the fair value of the PSUs as of the grant date and amortize expense ratably over the total performance and time vest period, considering the probability that we will satisfy the performance goals. The following table summarizes PSU activity during fiscal 2021 at the maximum award amounts:
|  |  |  |  |  | Weighted Average |
|  |  |  |  |  | Grant Date |
|  | Units |  |  | Fair Value |
Outstanding at June 30, 2020 |  |  | 325,107 |  |  | $ | 19.05 |
Granted |  |  | 117,338 |  |  | $ | 8.76 |
Vested |  |  | - |  |  | $ | - |
Canceled (forfeited) |  |  | (64,578 | ) |  | $ | 18.29 |
Outstanding at June 30, 2021 |  |  | 377,867 |  |  | $ | 15.98 |
During fiscal 2021 we granted 117,338 PSUs compared with 99,405 units in fiscal 2020 and 105,644 units in fiscal 2019. The weighted average assumptions used for PSUs granted during fiscal 2021, 2020 and 2019, respectively, are presented below.
|  | Fiscal Year Ended June 30, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
Volatility |  |  | 56.0 | % |  |  | 30.5 | % |  |  | 32.1 | %
Risk-free rate of return |  |  | 0.14 | % |  |  | 1.72 | % |  |  | 2.72 | %
Dividend yield |  |  | 3.26 | % |  |  | 3.97 | % |  |  | 3.24 | %
Share-based compensation expense related to PSUs recognized in our consolidated statements of comprehensive income are presented in the following table (in thousands).
|  | Fiscal Year Ended June 30, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
Fiscal 2016 grants |  | $ | - |  |  | $ | - |  |  | $ | 5 |
Fiscal 2017 grants |  |  | - |  |  |  | - |  |  |  | - |
Fiscal 2018 grants |  |  | - |  |  |  | - |  |  |  | (457 | )
Fiscal 2019 grants |  |  | 335 |  |  |  | 101 |  |  |  | 321 |
Fiscal 2020 grants |  |  | 234 |  |  |  | 59 |  |  |  | - |
Fiscal 2021 grants |  |  | 301 |  |  |  | - |  |  |  | - |
Total expense |  | $ | 870 |  |  | $ | 160 |  |  | $ | (131 | )
As of June 30, 2021, $0.8 million of total unrecognized compensation expense related to non-vested PSUs is expected to be recognized over a weighted average remaining period of 1.8 years.

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