XML 33 R17.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders' Equity
 12 Months Ended
Feb. 04, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Share issuances and repurchases
On March 27, 2023, our Board approved a share repurchase program with an authorization limit of $100.0. On April 19, 2023, our Board approved an increase to the authorization limit of $200.0 for a total of $300.0 authorized under the program. On September 4, 2023 our Board approved an increase to the authorization limit of $100.0 for a total of $400.0 authorized under the program. During fiscal 2023, the Company repurchased 8.49 shares at an average of $35.35 per share. The remaining dollar value of shares that may be repurchased under the program is $100.0 as of February 4, 2024. Future decisions to repurchase shares continue to be at the discretion of the Board and will be dependent on our operating performance, financial condition, capital expenditure requirements and other factors that the Board considers relevant.
On December 6, 2021, our Board approved a share repurchase program, under which the Company could repurchase shares on the private market, through privately negotiated transactions and through trading plans. During fiscal 2022, the Company purchased 0.76 shares of stock for $25.0 under its share repurchase program. The share repurchase authorization limit of $100.0 expired at the end of fiscal 2022.
The Company treats shares withheld for tax purposes on behalf of our employees in connection with the vesting of restricted stock units as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock were not considered common stock repurchases under the share repurchase plan. During the fiscal years ended 2023, 2022 and 2021, we withheld 0.09, 0.17, and 0.23 shares of common stock to satisfy $3.1, $8.5, and $9.5 of employees’ tax obligations, respectively.
Cash dividends
The Company did not declare or pay any dividends during fiscal years ended 2023, 2022 or 2021.
Share-based compensation
The Company maintains an equity incentive plan under which it may grant awards denominated in the Company’s common stock or units of the Company’s common stock, as well as cash variable compensation awards. The Company’s long-term incentive compensation provides awards to executive and management personnel as well as directors. We issue share-based awards under our 2014 Stock Incentive Plan. We may grant stock options or restricted stock units to executive and management personnel as well as members of our Board. Options granted to employees generally become exercisable ratably over a three-year period from the grant date. Performance-based restricted stock units and market stock units (“MSUs”) awarded to employees generally either vest ratably over three years or fully vest after three years, subject to the achievement of specified performance or market conditions, as applicable. Time-based restricted stock units have various service periods not exceeding five years.
Options granted terminate on the ten-year anniversary of the grants. Stock option awards generally provide continued vesting, in the event of termination, for employees that either a) reach age 60 or greater and have at least ten
years of service or b) reach age 65. Unvested stock options and restricted stock units are generally forfeited by employees who terminate prior to vesting and are prorated for retired employees.
Each share granted subject to a stock option award or time-based restricted stock unit award reduces the number of shares available under our stock incentive plans by one share. Each share granted subject to a performance restricted stock unit or market stock unit award reduces the number of shares available under our stock incentive plans by a range of one share if the target performance or market condition is achieved, up to a maximum of two shares for performance or market condition achieved above target and a minimum of no shares if performance or market condition achieved is below a minimum threshold target. The number of unissued common shares reserved for future grants under the 2014 Stock Incentive Plan is approximately 3.37 as of February 4, 2024. The Company satisfies stock option exercises and vesting of restricted stock units with newly issued shares.
The grant date fair value of our stock option awards has been determined using the Black-Scholes option valuation model. The Black-Scholes option valuation model uses assumptions of expected volatility, the expected dividend yield of our stock, the expected term of the awards and the risk-free interest rate, as well as an estimated fair value of our common stock. Fair value valuation analyses were prepared by an independent third-party valuation firm, utilizing the market-determined share price.
A summary of the options, as well as the significant assumptions used in determining the underlying fair value of those options, granted in fiscal 2023 were as follows:
VolatilityRisk-free Interest RateExpected Term
(in years)		Weighted Average Grant Date
Fair Value		Options Granted
April 2023 time-based grant (1)
66.3%3.5%6.7$22.27 0.07 
Other 2023 time-based grants (2)
67.2%3.9%7.3$21.97 0.01 
Total granted0.08 
(1)Annual grant to certain executives.
(2)Grants to newly hired executive employees.
The following is a summary of stock option award activity during fiscal 2023:
Number
of Options 		Weighted
Average
Exercise
Price
Outstanding at January 29, 20230.98 $40.64 
Granted0.08 35.09 
Exercised(0.12)32.81 
Forfeited and cancelled(0.12)36.74 
Outstanding at February 4, 20240.82 42.96 
Exercisable at February 4, 20240.48 $47.92 
The total intrinsic value of options exercised during fiscal 2023, fiscal 2022, and fiscal 2021 was $1.7, $5.1, and $10.4, respectively. The unrecognized expense related to our stock option plan totaled approximately $3.9 as of February 4, 2024 and will be expensed over a weighted average of 3.3 years. For options outstanding as of February 4, 2024, the weighted average remaining contractual life was 6.1 years and the aggregate intrinsic value was $10.5. For options exercisable as of February 4, 2024, the weighted average remaining contractual life was 4.3 years and the aggregate intrinsic value was $4.0.
The following is a summary of restricted stock unit awards activity during fiscal 2023:
Shares Weighted
Avg
Grant Date
Fair Value
Outstanding at January 29, 20231.89$31.02 
Granted0.2835.94 
Vested(0.29)25.61 
Forfeited(0.37)30.92 
Outstanding at February 4, 20241.51$33.65 
The weighted average grant-date fair values of restricted stock units granted during fiscal 2023, 2022 and 2021 were $35.94, $33.09, and $47.42, respectively. The total fair value of restricted stock units vested during fiscal 2023, 2022, and 2021 was $7.4, $20.6, and $29.3, respectively. The unrecognized expense related to our restricted stock units was $26.0 as of February 4, 2024, which will be expensed over a weighted average of 2.9 years.
Compensation expense related to stock options with only service conditions (time-based) is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award or to the date on which retirement eligibility is achieved, if shorter. Compensation expense for time-based restricted stock units is based on the market price of the shares underlying the awards on the grant date. Compensation expense for performance-based restricted stock units reflects the estimated probability that performance conditions at target or above will be met. Restricted stock units are expensed ratably over the service period. The effect of market conditions is considered in determining the grant date fair value of MSU awards, which is not subsequently revised based on actual performance.
Compensation expense related to stock option plans and time-based restricted stock units, which is included in general and administrative expenses on the consolidated statements of comprehensive income, was as follows for the fiscal years presented:
202320222021
Stock options$2.7 $2.5 $0.5 
Restricted stock units13.3 17.5 12.0 
Total compensation expense$16.0 $20.0 $12.5