Share-Based Compensation

9 Months Ended

Oct. 29, 2022

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

Note 15 – Share-Based Compensation

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 previous equity incentive plans that are forfeited, canceled, 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 128,262 unvested RSUs; 128,793 unvested PSUs; 21,172 unvested RSAs and options to purchase an aggregate of 135,500 shares outstanding as of October 29, 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 October 29, 2022, options to purchase an aggregate of 283,274 shares were outstanding under the 2007 Plan and options to purchase an aggregate of 135,325 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 2023 is $65,000. 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 expense was recognized as follows:


	Three Months Ended				Nine Months Ended
(In thousands)	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Stock Options	$	—	$	25	$	7	$	187
Restricted Stock Awards and Restricted Stock Units		401		369		963		1,147
Employee Stock Purchase Plan		4		4		7		11

Total	$	405	$	398	$	977	$	1,345

Stock Options

Aggregated information regarding stock option activity for the nine months ended October 29, 2022 is summarized below:


	Number of Options			Weighted Average Exercise Price
Outstanding at January 31, 2022		598,043		$	14.67
Exercised		(36,444	)		8.41
Forfeited		(5,100	)		15.38
Expired		(2,400	)		8.09

Outstanding at October 29, 2022		554,099		$	15.10

Set forth below is a summary of options outstanding at October 29, 2022:


Outstanding								Exercisable
Range of Exercise prices		Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Number of Options		Weighted- Average Exercise Price		Weighted Average Remaining Contractual Life
$	10.01-15.00		339,549	$	13.62		3.1		339,549	$	13.62		3.1
$	15.01-20.00		214,550	$	17.45		5.1		214,550	$	17.45		5.1

			554,099	$	15.10		3.9		554,099	$	15.10		3.9

There were no stock options granted in either fiscal 2022 or during the nine months ended October 29, 2022, and as of October 29, 2022, there was no unrecognized compensation expense related to stock options.

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)

Aggregated information regarding RSU and RSA activity for the nine months ended October 29, 2022 is summarized below:


	RSAs & RSUs			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2022		220,980		$	12.79
Granted		141,371			12.68
Vested		(83,024	)		13.41
Forfeited		(1,100	)		11.77

Outstanding at October 29, 2022		278,227		$	12.55

As of October 29, 2022, there was approximately $1.9 million of unrecognized compensation expense related to RSUs and RSAs which is expected to be recognized over a weighted average period of 1.0 years.

Employee Stock Purchase Plan

On June 7, 2022, we adopted the AstroNova Inc., 2022 Employee Stock Purchase Plan (“2022 ESPP”) to replace our previous Employee Stock Purchase Plan (the “Prior ESPP”). The 2022 ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair value on the first or last day of an offering period, whichever is less. A total of 40,000 shares were reserved for issuance under this plan and 2,288 shares were purchased under the 2022 ESSP during the nine month period ended October 29, 2022. During the nine month periods ended October 29, 2022 and October 30, 2021, there were 1,550 and 5,684 shares, respectively, purchased under the Prior ESPP, and no additional purchases may be made under that plan. As of October 29, 2022, 37,712 shares remain available for purchase under the 2022 ESPP.