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SHARE-BASED COMPENSATION
 12 Months Ended
Feb. 02, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Payment Arrangement [Text Block]

NOTE 15 – SHARE-BASED COMPENSATION

 

Our Stock Incentive Plan permits incentive awards of restricted stock, restricted stock units, stock appreciation rights and performance grants to key employees. The Stock Incentive Plan also provides for annual restricted stock awards to non-employee directors. We have issued restricted stock awards to our non-employee directors since January 2006 and certain other management employees since 2014. The Company’s 2024 Amendment and Restatement of the Hooker Furnishings Corporation Stock Incentive Plan (the “2024 Plan”) was approved by shareholders on June 4, 2024 at the annual shareholders meeting. The 2024 plan preserves key elements and historical award practices, while reserving 900,000 new shares of the Company’s common stock.

 

We account for restricted stock awards as “non-vested equity shares” until the awards vest or are forfeited. Restricted stock awards to non-employee directors and certain other management employees vest if the director/employee remains on the board/employed generally over 1 to 3 years. Annual restricted stock awards for non-employee directors do not vest unless the director remains in service to the next annual meeting following annual shareholder meeting. The fair value of each share of restricted stock is the market price of our common shares on the grant date.

 

We have awarded time-based restricted stock units to certain senior executives since 2011. Each restricted stock unit, or “RSU”, entitles the executive to receive one share of the Company’s common stock if he or she remains continuously employed with the Company through the end of a three-year service period. Under the 2024 Plan, each RSU grant vests one-third annually on the anniversary date, provided the executive officer remains continuously employed with the Company through each vesting date. The RSUs may be paid in shares of the Company’s common stock, cash or both, at the discretion of the Compensation Committee. The RSUs are accounted for as “non-vested stock grants.” Similar to the restricted stock grants issued to our non-employee directors, RSU compensation expense is recognized ratably over the applicable service period. However, unlike restricted stock grants, no shares are issued, or other payment made, until the end of the applicable vesting date (commonly referred to as “cliff vesting”). Historically, grantees are not entitled to receive dividends on their RSUs during that time. The fair value of each RSU is the market price of a share of our common stock on the grant date, reduced by the present value of the dividends expected to be paid on a share of our common stock during the applicable service period, discounted at the appropriate risk-free rate. Under the 2024 Plan, dividends declared on unvested RSU awards accumulate in cash and are paid out only upon vesting of the underlying shares.

 

We have issued Performance-based Restricted Stock Units (“PSUs”) to our named executive officers since fiscal 2019. Each PSU entitles the executive officer to receive one share of our common stock based on the achievement of two specified performance conditions if the executive officer remains continuously employed through the end of the three-year performance period. Historically, one target is based on our annual average growth in our EPS over the performance period and the other target is based on EPS growth over the performance period compared to our peers. For the PSU issued under the 2024 Plan, one target is the Company’s absolute EPS compound annual growth rate and the other target is the relative Total Shareholder Return as measured against the Company’s compensation peer group. The payout or settlement of the PSUs will be made in shares of our common stock. Dividends declared on unvested PSU awards accumulate in cash and are paid out only upon vesting of the underlying shares.

Share-based compensation expense related to restricted stock, RSU and PSU is included in the selling and administrative expenses on the consolidated statements of operations. The following tables summarize stock awards activity, including the number and weighted-average grant-date fair value, compensation expense recognized, unrecognized compensation expenses, and weighted-average vesting periods of the unvested shares for each grant as of February 2, 2025 (values are in thousands; number of shares and per-share amounts are in whole numbers):

 

   Time-based Restricted Stock   Time-Based RSU   Performance-Based PSU 
   Number of Shares   Weighted-Average Grant Date Fair Value per share   Number of Shares   Weighted-Average Grant Date Fair Value per share   Number of Shares   Weighted-Average Grant Date Fair Value per share 
Awards outstanding at January 30, 2022   59,500   $28.16    22,819   $24.62    55,022   $20.89 
Granted   112,031    18.55    19,157    15.86    46,725    18.26 
Vested   (23,776)   34.28    (4,211)   28.05    -    - 
Forfeited   (15,451)   24.70    -    -    (38,543)   13.92 
Awards outstanding at January 29, 2023   132,304    19.33    37,765    19.79    63,204    23.20 
Granted   101,685    18.43    18,676    16.19    45,552    18.73 
Vested   (46,244)   15.71    (9,052)   12.01    -    - 
Forfeited   (5,960)   21.36    -    -    (16,479)   37.20 
Awards outstanding at January 28, 2024   181,785    19.68    47,389    19.86    92,277    18.49 
Granted   68,413    18.30    39,644    21.77    39,644    17.15 
Vested   (61,182)   21.69    (21,987)   25.16    -    - 
Assumed   -    -    -    -    (8,313)   
 
Forfeited   (37,599)   19.42    (9,322)   20.47    (64,633)   18.19 
Awards outstanding at February 2, 2025   151,417   $18.30    55,724   $19.05    58,975   $17.94 

 

   53 weeks ended
February 2,
2025		   52 weeks ended
January 28,
2024		   52 weeks ended
January 29,
2023		 
Time-based Restricted Stock            
Grant date fair value of awards vested  $1,327   $727   $815 
Stock based compensation expense   1,121    1,398    1,015 
                
Time-based RSU               
Grant date fair value of awards vested   553    109    118 
Stock based compensation expense   472    304    251 
                
Performance-based PSU               
Grant date fair value of awards vested   -    -    - 
Stock based compensation expense  $(239)  $160   $70 

 

As of  February 2,
2025		   January 28,
2024		   January 29,
2023		 
Time-based Restricted Stock            
Unrecognized compensation cost  $1,106   $1,705   $1,356 
Weighted-average remaining period   1.6    1.7    1.8 
                
Time-based RSU               
Unrecognized compensation cost  $556   $355   $356 
Weighted-average remaining period   2.0    1.7    1.8 
                
Performance-based PSU               
Unrecognized compensation cost  $394   $853   $773 
Weighted-average remaining period   1.5    1.7    1.7