Share-Based Compensation

12 Months Ended

Jan. 31, 2020

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Note 13—Share-Based Compensation

The Company maintains the following share-based compensation plans:

Stock Plans:

We have one equity incentive plan from which we are authorized to grant equity awards, the AstroNova, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for, among other things, the issuance of awards, including incentive stock options,

non-qualified

stock options, stock appreciation rights, time-based restricted stock units (RSUs), performance-based restricted stock units (PSUs)

and restricted stock awards (RSAs). At our annual meeting of shareholders held on June 4, 2019, the 2018 Plan was amended to increase the number of shares of the Company’s common stock available for issuance by 300,000, bringing the total number of shares available for issuance under the 2018 Plan from 650,000 to 950,000, plus an additional number of shares equal to the number of shares subject to awards granted under the 2018 Plan or our 2015 Equity Incentive Plan (the “2015 Plan”) that are forfeited,

cancelled

, satisfied without the issuance of stock, otherwise terminated (other than by exercise), or, for shares of stock issued pursuant to any

unvested

award, reacquired by the Company at not more than the grantee’s purchase price (other than by exercise). Under the 2018 Plan, all awards to employees generally have a minimum vesting period of one year. Options granted under the 2018 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 and expire after ten years. As of January 31, 2020, 110,909

unvested

shares of restricted stock and options to purchase an aggregate of 138,999 shares were outstanding under the 2018 Plan.

In addition to the 2018 Plan, we previously granted equity awards under the 2015 Plan and our 2007 Equity Incentive Plan (the “2007 Plan”). No new awards may be issued under the 2015 Plan or the 2007 Plan, but outstanding awards will continue to be governed by those plans. As of January 31, 2020, 1,007 unvested shares of restricted stock and options to purchase an aggregate of 373,345 shares were outstanding under the 2007 Plan and 22,718 unvested shares of restricted stock and options to purchase an aggregate of 166,700 shares were outstanding under the 2015 Plan.

On January 31, 2019, the compensation committee of the Company’s board of directors adopted an Amended and Restated

Non-Employee

Director Annual Compensation Program (the “New Program”), which became effective as of February 1, 2019. Pursuant to the New Program, beginning with fiscal 2020, each

non-employee

director automatically receives a grant of restricted stock on the date of their

re-election

to the Company’s board of directors. The number of whole shares to be granted equals the number calculated by dividing the stock component of the director compensation amount determined by the compensation committee for that year by the fair market value of our stock on that day. The value of the restricted stock award for fiscal 2020 was $60,000. To account for the partial year beginning on February 1, 2019 and continuing through the 2019 annual meeting and thereby provide for the alignment of the timing of annual grants of restricted stock under the New Program with the election of directors at the annual meeting, on February 1, 2019, each

non-employee

director was granted shares of restricted stock with a fair market value of $18,000. Other than the shares granted on February 1, 2019, which vested on June 1, 2019, shares of restricted stock granted under the New Program will become vested on the first anniversary of the date of grant, conditioned upon the recipient’s continued service on the Board through that date.

Share-Based Compensation:

Share-based compensation expense has been recognized as follows:


	Years Ended January 31
	2020		2019		2018
(In thousands)
Stock Options	$	616	$	783	$	437
Restricted Stock Awards and Restricted Stock Units		1,136		1,088		1,134
Employee Stock Purchase Plan		23		15		12

Total	$	1,775	$	1,886	$	1,583

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, 2017		685,456		$	11.96
Options Granted		187,189			13.57
Options Exercised		(84,025	)		10.08
Options Forfeited		(18,750	)		14.49
Options Cancelled		(24,600	)		11.76

Options Outstanding, January 31, 2018		745,270		$	12.52
Options Granted		196,000			18.21
Options Exercised		(150,125	)		10.62
Options Forfeited		(16,300	)		15.10
Options Cancelled		(3,700	)		8.95

Options Outstanding, January 31, 2019		771,145		$	14.30
Options Granted		—			—
Options Exercised		(57,175	)		11.60
Options Forfeited		(34,526	)		15.73
Options Cancelled		(400	)		6.22

Options Outstanding, January 31, 2020		679,044		$	14.46

Set forth below is a summary of options outstanding at January 31, 2020:


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		54,881	$	7.97		2.1		54,881	$	7.97		2.1
$10.01-15.00		396,564		13.61		5.8		322,094		13.64		5.4
$15.01-20.00		227,599		17.50		7.8		112,445		17.07		7.6

		679,044	$	14.46		6.2		489,420	$	13.79		5.6

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
	2019			2018
Risk-Free Interest Rate		2.6	%		1.9	%
Expected Life (years)		9			9
Expected Volatility		39.4	%		39.0	%
Expected Dividend Yield		1.5	%		2.0	%

No options were granted during fiscal 2020. The weighted-average estimated fair value of options granted during fiscal 2019 and 2018 was $7.43 and $4.79, respectively. As of January 31, 2020, there was $0.8 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 1.5 years.

As of January 31, 2020, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s common stock on January 31, 2020, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $0.3 million for all exercisable options and $0.3 million for all options outstanding. The total aggregate intrinsic value of options exercised during 2020, 2019 and 2018 was $0.5 million, $1.1 million and $0.4 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, 2017		213,868		$	14.08
Granted		43,737			13.78
Vested		(71,171	)		14.12
Forfeited		(9,087	)		14.05

Outstanding at January 31, 2018		177,347		$	13.99
Granted		108,790			17.85
Vested		(67,447	)		14.26
Forfeited		(85,023	)		14.17

Outstanding at January 31, 2019		133,667		$	16.90
Granted		119,522			19.86
Vested		(59,930	)		14.50
Forfeited		(58,625	)		19.00

Outstanding at January 31, 2020		134,634		$	16.79

As of January 31, 2020, there was $1.5 million of unrecognized compensation expense related to unvested RSUs and RSAs. This expense is expected to be recognized over a weighted average period of 1.0 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
	2020			2019			2018
Shares Reserved, Beginning		33,853			39,207			45,224
Shares Purchased		(8,879	)		(5,354	)		(6,017	)

Shares Reserved, Ending		24,974			33,853			39,207