Share-Based Compensation Plans

12 Months Ended

Feb. 28, 2021

Share-based Payment Arrangement [Abstract]

Note 10 - Share-Based Compensation Plans

During the fiscal year, we had equity activity under one expired and two active share-based compensation plans. The expired plan consists of the 2008 Stock Incentive Plan (the “2008 Plan”). The active plans consist of the 2018 Stock Incentive Plan (the “2018 Plan”) and the 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The plans are administered by the Compensation Committee of the Board of Directors, which consists of non-employee directors who are independent under the applicable listing standards for companies traded on the NASDAQ Stock Market LLC.

2018 Plan

On August 22, 2018, our shareholders approved the 2018 Plan. The 2018 Plan permits the granting of stock options, stock appreciation rights, RSAs, RSUs, PSAs, PSUs, and other stock-based awards. The aggregate number of shares for issuance under the 2018 Plan will not exceed 2,000,000 shares.

A summary of shares available for issue under the 2018 Plan follows:



Shares originally authorized			2,000,000
Less share awards issued			(10,083)
Plus forfeitures			105,611
Less share awards previously vested and settled			—
Subtotal			2,095,528
Less RSUs, RSAs, PSUs and PSAs issuable upon vesting			(444,973)
Less maximum PSUs and PSAs issuable upon vesting (1)			(208,406)
Shares available for issuance at February 28, 2021			1,442,149

(1)Reflects incremental PSUs and PSAs issuable upon vesting between achievement of plan target at 100% and maximum achievement of 200% of plan target, adjusted for actual forfeitures to date.

2018 ESPP

On August 22, 2018, our shareholders approved the 2018 ESPP. The aggregate number of shares of common stock that may be purchased under the 2018 ESPP will not exceed 750,000 shares. Under the terms of the plan, employees may authorize the withholding of up to 15% of their wages or salaries to purchase our shares of common stock, not to exceed $25,000 of the fair market value of such shares for any calendar year. The purchase price for shares acquired under the 2018 ESPP is equal to the lower of 85% of the share's fair market value on either the first day of each option period or the last day of each period. The plan will expire by its terms on September 1, 2028. Shares of common stock purchased under the 2018 ESPP vest immediately at the time of purchase. Accordingly, the fair value award associated with their discounted purchase price is expensed at the time of purchase. During fiscal 2021, there were 26,830 shares purchased under the plan.

Share-Based Compensation Expense

We recorded share-based compensation expense in SG&A as follows:


	Fiscal Years Ended Last Day of February,
(in thousands)	2021		2020		2019
Stock options	$	19	$	189	$	829
Directors stock compensation	685		604		526
Performance based and other stock awards	24,737		21,351		20,047
Employee stock purchase plan	977		785		651
Share-based compensation expense	26,418		22,929		22,053
Less: income tax benefits	(1,926)		(1,803)		(1,395)
Share-based compensation expense, net of income tax benefits	$	24,492	$	21,126	$	20,658

Stock Options

There have been no new grants of options since fiscal 2017. A summary of stock option activity under our expired plan is as follows:


(in thousands, except contractual term and per share data)	Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (in years)	Intrinsic Value








Outstanding at February 29, 2020	69	$	71.78	3.2	$	6,333

Exercises	(21)	74.76			2,782

Outstanding at February 28, 2021	48	$	70.42	2.5	$	6,866
Exercisable at February 28, 2021	48	$	70.42	2.5	$	6,866

During fiscal 2021, two thousand options vested with a weighted average grant date fair value of $90.51. The total intrinsic value of options exercised during fiscal 2021, 2020, and 2019, was $2.8 million, $9.1 million, and $6.4 million, respectively.

Director Restricted Stock Awards

During fiscal 2021 we issued under the 2018 Plan, 3,619 RSAs to non-employee members of the Board of Directors with a total grant date fair value of $0.7 million or $189.18 per share. The RSAs vested immediately, and accordingly, were expensed immediately. The total fair value of RSAs granted to our non-employee members of the Board of Directors that vested immediately on grant dates in fiscal 2020 and 2019 was $0.6 million and $0.5 million, respectively.

Restricted Share Awards

We grant RSAs and RSUs to employees, which primarily vest ratably over four years or have specified graded vesting terms over 3 years. For the purpose of our disclosures, the term “Restricted Share Awards” applies to RSAs and RSUs collectively. A summary of Restricted Share Award activity during fiscal 2021 follows:



(in thousands, except per share data)	Number of Restricted Share Awards	Weighted Average Grant Date Fair Value (per share)









Outstanding at February 29, 2020	168	$	106.17
Granted	50	179.30
Vested	(78)	110.50
Forfeited	(14)	132.69
Outstanding at February 28, 2021	126	$	129.52

The total fair value of Restricted Share Awards that vested in fiscal 2021, 2020, and 2019 was $14.0 million, $10.8 million, and $3.9 million, respectively. The weighted average grant date fair value of Restricted Share Awards granted during fiscal 2021, 2020 and 2019 was $179.30, $118.76 and $106.28, respectively.

Performance Share Awards

We grant performance-based awards (PSAs and PSUs) to certain officers and employees, collectively “Performance Share Awards”, which cliff vest after three years. The vesting of these awards is contingent upon meeting one or more defined performance metrics over a three year performance period. The quantity of shares ultimately awarded can range from 0% to 200% of “Target”, as defined in the award

agreement as 100%, based on the level of achievement against the defined performance metrics. A summary of Performance Share Award activity during fiscal 2021 follows:



(in thousands, except per share data)	Number of Performance Share Awards	Weighted Average Grant Date Fair Value (per share)



Outstanding at February 29, 2020 (1)	370	$	104.82
Granted (1)	221	170.27
Vested (2)	(56)	97.05
Forfeited	(65)	155.62
Outstanding at February 28, 2021	470	$	129.53

(1)Includes PSUs granted during fiscal 2019 at Target and PSAs granted during fiscal 2020 and fiscal 2021 at maximum achievement of 200% of Target.

(2)Excludes the vesting of an additional 56 shares, which resulted from the performance of the fiscal 2018 awards exceeding Target.

The total fair value of Performance Share Awards that vested in fiscal 2021, 2020, and 2019 was $18.6 million, $15.0 million, and $9.1 million, respectively. The weighted average grant date fair value of Performance Share Awards granted during fiscal 2021, 2020 and 2019 was $170.27, $111.98 and $86.97, respectively.

Unrecognized Share-Based Compensation Expense

As of February 28, 2021, our total unrecognized share-based compensation for restricted stock (RSUs, RSAs, PSUs and PSAs) was $20.7 million, which will be recognized over a weighted average amortization period of 1.9 years This unrecognized share-based compensation for PSUs and PSAs estimates target achievement for the awards granted in fiscal 2021 and fiscal 2020.