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Stock-Based Compensation

12 Months Ended

Jan. 27, 2023

Share-Based Payment Arrangement [Abstract]

NOTE 5. STOCK-BASED COMPENSATION

The Company expenses the fair value of all stock awards over their requisite service period, ensuring that the amount of cumulative stock-based compensation expense recognized at any date is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company has elected to adjust stock-based compensation expense for an estimated forfeiture rate for those shares not expected to vest and to recognize stock-based compensation expense on a straight-line basis for awards that only have a service requirement with multiple vest dates.

The Company has granted the following types of stock awards to employees at management levels and above, each of which are granted under the Company’s stockholder approved stock plans, other than inducement grants outside of the Company’s stockholder approved stock plans in accordance with Nasdaq Listing Rule 5635(c)(4):

Deferred Awards are in the form of restricted stock units and only require each recipient to complete a service period for the awards to be earned. Deferred Awards generally vest over three years. The fair value of Deferred Awards is based on the closing price of the Company’s common stock on the grant date. Stock-based compensation expense is recognized ratably over the service period and is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.

ii.

Performance Awards are in the form of restricted stock units and have, in addition to a service requirement, performance criteria that must be achieved for the awards to be earned. For Performance Awards granted, the Target Shares earned can range from 50% to 200% once minimum thresholds have been reached and depend on the achievement of Adjusted EBITDA and revenue performance measures for the cumulative period comprised of three-consecutive fiscal years beginning with the fiscal year of the grant date. The applicable percentage of the Target Shares, as determined by performance, vest after the completion of the applicable three-year performance period and upon determination of achievement of the performance measures by the Compensation Committee of the Board of Directors, and unearned Target Shares are forfeited. The fair value of the Performance Awards granted are based on the closing price of the Company’s common stock on the grant date. Stock-based compensation expense is recognized ratably over the related service period reduced for estimated forfeitures of those awards not expected to vest due to employee turnover and adjusted based on the Company’s estimate of the percentage of the aggregate Target Shares expected to be earned. Typically, the Company accrues for Performance Awards on a 100%

payout unless it becomes probable that the outcome will be significantly different, or the performance can be accurately measured.

iii.

Option Awards provide the recipient with the option to purchase a set number of shares at a stated exercise price over the term of the contract, which is ten years for all Option Awards currently outstanding. Options are granted with a strike price equal to the stock price on the date of grant and vest over the requisite service period of the award. The fair value of each Option Award is estimated on the grant date using the Black-Scholes option pricing model.

The following table summarizes the Company’s stock-based compensation expense, which is included in Selling and administrative expense in the Consolidated Statements of Operations:


(in thousands)	Fiscal 2022			Fiscal 2021		Fiscal 2020
Deferred Awards	$	5,744		$	5,683	$	5,752
Performance Awards (1)		(2,090	)		4,370		2,701
Option Awards		99			103		748
Total stock-based compensation expense	$	3,753		$	10,156	$	9,201

(1)

Net credit expense for Fiscal 2022 includes a reduction of the accrual for Performance Awards based on actual and projected results relative to performance measures.

Deferred Awards

The following table summarizes of the Deferred Awards activity for Fiscal 2022 and Fiscal 2021:


	Fiscal Year Ended
	January 27, 2023					January 28, 2022
(in thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Unvested Deferred Awards at beginning of year		913		$	14.60		1,093		$	10.86
Granted		503			18.09		247			29.90
Vested		(398	)		14.14		(401	)		13.89
Forfeited		(112	)		16.94		(26	)		13.46
Unvested Deferred Awards at end of year		906		$	16.46		913		$	14.60

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately $8.1 million as of January 27, 2023, which is expected to be recognized ratably over a weighted average period of 1.9 years. Deferred Awards granted to employees during Fiscal 2022 vest ratably over a period of three years. The total fair value of Deferred Awards vested during Fiscal 2022 was $5.6 million.

Performance Awards

The following table provides a summary of the Performance Awards activity for Fiscal 2022 and Fiscal 2021:


	Fiscal Year Ended
	January 27, 2023					January 28, 2022
(in thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Unvested Performance Awards at beginning of year		436		$	21.15		393		$	18.32
Granted		248			20.65		166			29.95
Change in estimate - performance		—			—		42			15.73
Vested		(270	)		15.73		(165	)		21.90
Forfeited		(59	)		24.39		—			—
Unvested Performance Awards at end of year		355		$	24.39		436		$	21.15

There was no unrecognized stock-based compensation expense related to unvested Performance Awards as of January 27, 2023 based on actual and projected results relative to performance measures. Performance Awards granted to employees during Fiscal 2022 and Fiscal 2021 vest, if earned, after completion of the applicable three-year performance period. The total fair value of Performance Awards vested during Fiscal 2022 was $4.2 million.

Options Awards

The following table provides a summary of the changes in outstanding Options Awards for Fiscal 2022. There was no Option Awards activity during Fiscal 2021:


	Fiscal Year Ended
	January 27, 2023
	Option Awards		Weighted Average Exercise Price per Share
(in thousands, except per share amounts)
Option Awards outstanding at beginning of year		343	$	18.66
Granted		168		10.81
Exercised		—		—
Forfeited		—		—
Option Awards outstanding at end of year		511	$	16.08

The following table provides a summary of information about the Option Awards vested and expected to vest during the contractual term, as well as Option Awards exercisable as of January 27, 2023:


	Option Awards		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
(in thousands, except per share and contractual life amounts)
Option Awards vested and expected to vest		511		6.0	$	16.08		—
Option Awards exercisable		343		4.1	$	18.66		—

Total unrecognized stock-based compensation expense related to Option Awards was approximately $1.2 million as of January 27, 2023, which is expected to be recognized over a weighted average period of 2.8 years.

The grant date fair value of the Option Award granted during Fiscal 2022 was estimated at the grant date using the Black Scholes option pricing model with the following assumptions:


Risk-free interest rate (1)								4.2%
Expected dividend yield								0.0%
Expected volatility (2)								75.5%
Expected term (in years) (3)								6.0
Grant date fair value per share								$7.44

(1)

The Risk-free interest rate is based on the U.S. Treasury constant maturity interest rate with a term consistent with the expected term of the stock option award.

(2)

The Expected volatility is estimated based on the historical volatility of the Company’s common stock with a term consistent with the expected term of the stock option award.

(3)

The Expected term (in years) of the stock option award represents the estimated period of time until exercise and is calculated using the simplified method. The simplified method was used to calculate the Expected term (in years) as the Company does not have sufficient historical experience exercise data to provide a reasonable basis upon which to estimate the expected term of the Option Award.