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Share-Based Compensation | 12 Months Ended
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Jan. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Share-Based Compensation | Note 11—Share-Based Compensation The Company maintains the following share-based compensation plans: Stock Plans: We have two equity incentive plans – the 2007 Equity Incentive Plan (the “2007 Plan”) and the 2015 Equity Incentive Plan (the “2015 Plan”). Under these plans, the Company may grant incentive stock options, non-qualified stock options, stock appreciation rights, time or performance-based restricted stock units (RSUs), restricted stock awards (RSAs), and other stock-based awards to executives, key employees, directors and other eligible individuals. At January 31, 2017, 87,989 shares were available for grant under the 2007 Plan, of which 50,000 are reserved for stock options that the Company is obligated to issue to its CEO in fiscal 2018 pursuant to an Equity Incentive Award Agreement dated as of November 24, 2014 (the “CEO Equity Incentive Agreement”). The 2007 Plan will expire in May 2017. The 2015 Plan authorizes the issuance of up to 500,000 shares (subject to adjustment for stock dividends and stock splits), and at January 31, 2017, 151,987 shares were available for grant under the 2015 Plan. The 2015 Plan will expire in May 2025. Options granted to date to employees under both plans vest over four years and expire after ten years. The exercise price of each stock option is established at the discretion of the Compensation Committee; however, any incentive stock options granted under the 2007 Plan, and all options granted under the 2015 Plan, must be issued at an exercise price of not less than the fair market value of the Company’s common stock on the date of grant. Under the plans, each non-employee director receives an automatic annual grant of ten-year options to purchase 5,000 shares of stock upon the adjournment of each annual shareholders meeting. Each such option is exercisable at the fair market value of the Company’s common stock as of the grant date, and vests immediately prior to the next succeeding annual shareholders’ meeting. Accordingly, on May 18, 2016, 30,000 options were issued to the non-employee directors. In addition to the plans, the Company has a Non-Employee Director Annual Compensation Program (the “Program”). Prior to August 1, 2016, this program provided that each non-employee director was entitled to an annual cash retainer of $7,000 (the “Annual Cash Retainer”), plus $500 for each Board and committee meeting attended. In addition, the Chairman of the Board received an annual retainer of $6,000, and the Chairs of the Audit and Compensation Committees each received an annual retainer of $4,000 (“Chair Retainer”). The non-employee directors could elect, for any fiscal year, to receive all or a portion of the Annual Cash Retainer and/or Chair Retainer (collectively the “Cash Retainer”) in the form of common stock of the Company, which was issued under one of the Plans. If a non-employee director elected to receive all or a portion of the Cash Retainer in the form of common stock, such shares were issued in four quarterly installments on the first day of each fiscal quarter, and the number of shares of common stock issued was based on the fair market value of the Company’s common stock on the date such installment was payable. The common stock received in lieu of such Cash Retainer was fully vested upon issuance. However, a non-employee director who received common stock in lieu of all or a portion of the Cash Retainer could not sell, transfer, assign, pledge or otherwise encumber the common stock prior to the first anniversary of the date on which such shares were issued. In the event of the death or disability of a non-employee director, or a change in control of the Company, any shares of common stock issued in lieu of the Cash Retainer would no longer be subject to such restrictions on transfer. During fiscal 2017 and 2016, a total of 1,168 and 2,947 shares were awarded to non-employee directors in lieu of the Cash Retainer. In addition, under the Program, each non-employee director received RSAs with a value equal to $20,000 (the “Equity Retainer”) upon the adjournment of the annual shareholders’ meeting. The Equity Retainer vests on the earlier of 12 months after the grant date or the date immediately prior to the next annual meeting of the shareholders following the meeting at which such RSAs were granted. However, a non-employee director could not sell, transfer, assign, pledge or otherwise encumber the vested common stock prior to the second anniversary of the vesting date. In the event of the death or disability of a non-employee director, or a change in control of the Company, the RSAs would immediately vest and would no longer be subject to such restrictions on transfer. During the second quarter of fiscal 2017, 8,262 shares were awarded as the Equity Retainer to the non-employee directors. Effective August 1, 2016, the Non-Employee Director Annual Compensation Program was amended. Under the amended Program, and commencing on the first business day of the third fiscal quarter of fiscal 2017, each non-employee director receives an automatic grant of RSAs on the first business day of each fiscal quarter. The number of whole shares to be granted each quarter is equal to 25% of the number calculated by dividing the director compensation amount by the fair market value of the Company’s stock on such day. The director annual compensation amount is $55,000 for the remainder of fiscal year 2017, $65,000 for fiscal 2018, and $75,000 for fiscal 2019. In addition, the Chairman of the Board receives RSAs with an aggregate value of $6,000, and the Chairs of the Audit and Compensation Committees each receive RSAs with an aggregate value of $4,000, also issued in quarterly installments and calculated in the same manner as the directors’ RSA grants. RSAs granted pursuant to the amended Program become fully vested on the first anniversary of the date of grant. A total of 11,379 shares were awarded to the non-employee directors as compensation under the amended Program in fiscal 2017. In April 2013 (fiscal year 2014), the Company granted options and RSUs to officers (“2014 RSUs”). The 2014 RSUs vested as follows: twenty-five percent vested on the third anniversary of the grant date, fifty percent vested upon the Company achieving its cumulative budgeted net revenue target for fiscal years 2014 through 2016 (the “Measurement Period”), and twenty-five percent vested upon the Company achieving a target average annual ORONA (operating income return on net assets as calculated under the Domestic Management Bonus Plan) for the Measurement Period. The grantee may not sell, transfer or otherwise dispose of more than fifty percent of the common stock issued upon vesting of the 2014 RSUs until the first anniversary of the vesting date. In April 2016, 9,300 of the 2014 RSUs vested, as the Company achieved the targeted average annual ORONA, as defined in the plan, for the Measurement Period and another 9,300 vested as a result of the third year anniversary date of the grant. Additionally, on February 1, 2014, the Company accelerated the vesting of 4,166 of the 2014 RSUs held by Everett Pizzuti in connection with his retirement. In March 2015 (fiscal year 2016), the Company granted 50,000 options and 537 RSAs to its CEO pursuant to the CEO Equity Incentive Agreement, and 35,000 options to other key employees. The options and RSAs vest in four equal annual installments commencing on the first anniversary of the grant date. In May 2015 (fiscal year 2016), the Company granted an aggregate of 80,000 time-based and 155,000 performance-based RSUs (“2016 RSUs”) to certain officers of the Company. The time-based 2016 RSUs vest in four equal annual installments commencing on the first anniversary of the grant date. The performance-based 2016 RSUs vest over three years based upon the increase in revenue, if any, achieved each fiscal year relative to a three-year revenue increase goal. Performance-based 2016 RSUs that are earned based on organic revenue growth are fully vested when earned, while those earned based on revenue growth via acquisitions vest annually over a three-year period following the fiscal year in which the revenue growth occurs. Any performance-based 2016 RSUs that have not been earned at the end of the three-year performance period will be forfeited. The expense for such shares is recognized in the fiscal year in which the results are achieved, however, the shares are not fully earned until approved by the Compensation Committee in the first quarter of the following fiscal year. Based upon revenue in fiscal 2016, 15,810 of the performance based 2016 RSUs were earned in the first quarter of fiscal 2017 based on revenue in fiscal 2017, 9,025 of the performance based 2016 RSUs will be earned in the first quarter of 2018. In March 2016 (fiscal year 2017), the Company granted 50,000 options and 4,030 RSAs to its CEO pursuant to the CEO Equity Incentive Agreement. The options and RSAs vest in four equal annual installments commencing on the first anniversary of the grant date. In May 2016, the Company granted 37,000 options to certain key employees. On August 1, 2016 the Company granted 5,000 options to its Chief Financial Officer. The options vest in four equal installments commencing on the first anniversary of the grant date. Share-Based Compensation: Share-based compensation expense has been recognized as follows:
|  | Years Ended January 31 |
|  | 2017 |  |  | 2016 |  |  | 2015 |
(In thousands) |  |  |  |  |  |  |  |  |  |  |  |
Stock Options |  | $ | 321 |  |  | $ | 286 |  |  | $ | 234 |
Restricted Stock Awards and Restricted Stock Units |  |  | 685 |  |  |  | 912 |  |  |  | 270 |
Employee Stock Purchase Plan |  |  | 13 |  |  |  | 11 |  |  |  | 7 |
Total |  | $ | 1,019 |  |  | $ | 1,209 |  |  | $ | 511 |
Stock Options: Aggregated information regarding stock options granted under the plans is summarized below:
|  | Number of Shares |  |  | Weighted- Average Exercise Price Per Share |
Options Outstanding, January 31, 2014 |  |  | 736,647 |  |  | $ | 8.63 |
Options Granted |  |  | 158,600 |  |  | $ | 13.99 |
Options Exercised |  |  | (224,275 | ) |  | $ | 8.29 |
Options Forfeited |  |  | (8,975 | ) |  | $ | 11.84 |
Options Cancelled |  |  | (5,986 | ) |  | $ | 8.70 |
Options Outstanding, January 31, 2015 |  |  | 656,011 |  |  | $ | 10.01 |
Options Granted |  |  | 115,000 |  |  | $ | 13.95 |
Options Exercised |  |  | (93,344 | ) |  | $ | 7.95 |
Options Forfeited |  |  | (5,550 | ) |  | $ | 12.75 |
Options Cancelled |  |  | (14,181 | ) |  | $ | 8.82 |
Options Outstanding, January 31, 2016 |  |  | 657,936 |  |  | $ | 11.00 |
Options Granted |  |  | 122,000 |  |  | $ | 14.82 |
Options Exercised |  |  | (87,107 | ) |  | $ | 8.73 |
Options Forfeited |  |  | (4,250 | ) |  | $ | 13.91 |
Options Cancelled |  |  | (3,123 | ) |  | $ | 8.95 |
Options Outstanding, January 31, 2017 |  |  | 685,456 |  |  | $ | 11.96 |
Set forth below is a summary of options outstanding at January 31, 2017:
Outstanding |  |  | Exercisable |
Range of Exercise prices |  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Life |  |  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted Average Remaining Contractual Life |
$5.00-10.00 |  |  | 190,706 |  |  | $ | 7.85 |  |  |  | 3.9 |  |  |  | 190,706 |  |  | $ | 7.85 |  |  |  | 3.9 |
$10.01-15.00 |  |  | 439,750 |  |  | $ | 13.36 |  |  |  | 6.6 |  |  |  | 241,950 |  |  | $ | 12.79 |  |  |  | 5.3 |
$15.01-20.00 |  |  | 55,000 |  |  | $ | 15.07 |  |  |  | 9.2 |  |  |  | — |  |  | $ | — |  |  |  | — |
|  |  | 685,456 |  |  | $ | 11.96 |  |  |  | 6.1 |  |  |  | 432,656 |  |  | $ | 10.61 |  |  |  | 4.7 |
The fair value of each stock option granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:
|  | Years Ended January 31
|  | 2017 |  | 2016 |  | 2015
Risk-Free Interest Rate |  | 1.4% |  | 1.6% |  | 1.6%
Expected Life (years) |  | 5 |  | 5 |  | 5
Expected Volatility |  | 28.3% |  | 22.7% |  | 26.5%
Expected Dividend Yield |  | 1.9% |  | 2.0% |  | 2.0%
The weighted-average estimated fair value of options granted during fiscal 2017, 2016 and 2015 was $3.22; $2.43 and $2.85, respectively. As of January 31, 2017, there was $0.5 million of unrecognized compensation expense related to the unvested stock options granted under the plans. This expense is expected to be recognized over a weighted-average period of 2.3 years. As of January 31, 2017, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s common stock on January 31, 2017, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $1.4 million for all exercisable options and $1.5 million for all options outstanding. The total aggregate intrinsic value of options exercised during fiscal 2017, 2016 and 2015 was $0.6 million; $0.6 million and $1.1 million, respectively. Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs): Aggregated information regarding RSUs and RSAs granted under the Plan is summarized below:
|  | RSAs & RSUs |  |  | Weighted-Average Grant Date Fair Value |
Outstanding at January 31, 2014 |  |  | 106,496 |  |  | $ | 9.12 |
Granted |  |  | 7,245 |  |  |  | 13.80 |
Vested |  |  | (35,662 | ) |  |  | 8.75 |
Forfeited |  |  | (5,834 | ) |  |  | 10.07 |
Outstanding at January 31, 2015 |  |  | 72,245 |  |  | $ | 9.70 |
Granted |  |  | 246,335 |  |  |  | 14.05 |
Vested |  |  | (22,692 | ) |  |  | 14.02 |
Forfeited |  |  | (2,800 | ) |  |  | 10.07 |
Outstanding at January 31, 2016 |  |  | 293,088 |  |  | $ | 13.02 |
Granted |  |  | 24,839 |  |  |  | 14.89 |
Vested |  |  | (75,133 | ) |  |  | 12.05 |
Forfeited |  |  | (28,926 | ) |  |  | 11.49 |
Outstanding at January 31, 2017 |  |  | 213,868 |  |  | $ | 13.78 |
As of January 31, 2017, there was $0.9 million of unrecognized compensation expense related to unvested RSUs and RSAs. This expense is expected to be recognized over a weighted average period of 2.1 years. Employee Stock Purchase Plan (ESPP): AstroNova’s ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows:
|  | Years Ended January 31 |
|  | 2017 |  |  | 2016 |  |  | 2015 |
Shares Reserved, Beginning |  |  | 51,600 |  |  |  | 57,005 |  |  |  | 60,242 |
Shares Purchased |  |  | (6,376 | ) |  |  | (5,405 | ) |  |  | (3,237 | )
Shares Reserved, Ending |  |  | 45,224 |  |  |  | 51,600 |  |  |  | 57,005 |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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