Share-Based Compensation

12 Months Ended

Jan. 31, 2022

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

Note 15—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”), or performance-based restricted stock units (“PSUs”) and restricted stock awards (RSAs). The 2018 Plan authorizes the issuance of up to

950,000

shares of common stock, plus an additional number of shares equal to the number of shares subject to awards granted under the previous equity incentive plans 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, that are reacquired by us 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 our common stock on the date of grant and expire after ten years. Under the 2018 Plan, there were 135,403

unvested RSUs;

43,529

unvested PSUs

; 20,410 unvested RSAs and options to purchase an aggregate of 135,500 shares outstanding as of January 31, 2022.

In addition to the 2018 Plan, we previously granted equity awards under our 2015 Equity Incentive Plan (the “2015 Plan”) and our 2007 Equity Incentive Plan (the “2007 Plan”). No new awards may be issued under either the 2007 or 2015 Plans, but outstanding awards will continue to be governed by those plans. As of January 31, 2022, options to purchase an aggregate of 323,468 shares were outstanding under the 2007 Plan and options to purchase an aggregate of 139,075 shares were outstanding under the 2015 Plan.

We also have a

Non-Employee

Director Annual Compensation Program (the “Program”), under which each of our

non-employee

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

re-election

to our board of directors. The number of whole shares granted is equal to 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 2022 was

$60,000. Shares of restricted stock granted under the Program become vested on the first anniversary of the date of grant, conditioned upon the recipient’s continued service on our board of directors through that date.

Share-Based Compensation:

Share-based compensation expense has been recognized as follows:


(In thousands)
Stock Options	$	210	$	517	$	616
Restricted Stock Awards and Restricted Stock Units		1,266		1,285		1,136
Employee Stock Purchase Plan		17		17		23

Total	$	1,493	$	1,819	$	1,775

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, 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
Options Granted		—			—
Options Exercised		(1,200	)		7.60
Options Forfeited		(54,361	)		12.89
Options Cancelled		(1,400	)		7.36

Options Outstanding, January 31, 2021		622,083		$	14.63
Options Granted		—			—
Options Exercised		(6,425	)		9.34

Options Forfeited		(17,615	)		15.09
Options Cancelled		—			—

Options Outstanding, January 31, 2022		598,043		$	14.67

Set forth below is a summary of options outstanding at January 31, 2022:


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		35,844	$	7.97		0.5		35,844	$	7.97		0.5
$10.01-15.00		345,749		13.62		3.9		345,749		13.62		3.9
$15.01-20.00		216,450		17.48		5.8		209,900		17.43		5.8

		598,043	$	14.67		4.4		591,493	$	14.63		4.3

No options were granted during fiscal 2022 or fiscal 2021. As of January 31, 2022, there was $8,000 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 0.3 years.

As of January 31, 2022, the aggregate intrinsic value (the aggregate difference between the closing stock price of our common stock on January 31, 2022, 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 fiscal 2022, 2021 and 2020 was $26,000, $4,000 and $0.5 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, 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
Granted		245,131			7.61
Vested		(64,997	)		17.28
Forfeited		(117,355	)		8.83

Outstanding at January 31, 2021		197,413		$	9.96
Granted		151,406			14.51

Vested		(126,939	)		10.43
Forfeited		(22,538	)		14.26

Outstanding at January 31, 2022		199,342		$	12.63

As of January 31, 2022, there was $1.7 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):

Our 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:


	2022			2021			2020
Shares Reserved, Beginning		10,374			24,974			33,853
Shares Purchased		(8,092	)		(14,600	)		(8,879	)

Shares Reserved, Ending		2,282			10,374			24,974