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Share-Based Compensation
9 Months Ended
Oct. 28, 2023
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation

Note 13 – 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, 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 123,772 unvested RSUs; 188,633 unvested PSUs; and options to purchase an aggregate of 135,500 shares outstanding as of October 28, 2023.

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 Plan or 2015 Plan, but outstanding awards will continue to be governed by those plans. As of October 28, 2023, options to purchase an aggregate of 263,749 shares were outstanding under the 2007 Plan and options to purchase an aggregate of 129,000 shares were outstanding under the 2015 Plan.

We also have a Non-Employee Director Annual Compensation Program (the “Program”) under which each non-employee director receives an automatic grant of RSAs on the date of the regular full meeting of the Board of Directors held each fiscal quarter. Under the Program, the number of whole shares to be granted each quarter is equal to 25% of the number calculated by dividing the director’s annual compensation amount by the fair market value of the Company’s stock on such day. On June 5, 2023, each director’s annual compensation amount was adjusted to be $70,000. All RSA’s granted under this Program vest immediately.

Share-based compensation expense was recognized as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

(In thousands)

 

October 28,
2023

 

 

October 29,
2022

 

 

October 28,
2023

 

 

October 29,
2022

 

Stock Options

 

$

 

 

$

 

 

$

 

 

$

7

 

Restricted Stock Awards and Restricted Stock Units

 

 

302

 

 

 

401

 

 

 

1,045

 

 

 

963

 

Employee Stock Purchase Plan

 

 

9

 

 

 

4

 

 

 

20

 

 

 

7

 

Total

 

$

311

 

 

$

405

 

 

$

1,065

 

 

$

977

 

 

Stock Options

Aggregated information regarding stock option activity for the nine months ended October 28, 2023 is summarized below:

 

 

Number of
Options

 

 

Weighted Average
Exercise Price

 

Outstanding at January 31, 2023

 

 

547,199

 

 

$

15.16

 

Granted

 

 

 

 

 

 

Exercised

 

 

(6,700

)

 

 

10.57

 

Forfeited

 

 

(8,025

)

 

 

15.34

 

Canceled

 

 

(4,225

)

 

 

10.50

 

Outstanding at October 28, 2023

 

 

528,249

 

 

$

15.25

 

 

Set forth below is a summary of options outstanding at October 28, 2023:

 

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

 

$10.01-15.00

 

 

316,374

 

 

$

13.78

 

 

 

2.3

 

 

 

316,374

 

 

$

13.78

 

 

 

2.3

 

$15.01-20.00

 

 

211,875

 

 

$

17.44

 

 

 

4.1

 

 

 

211,875

 

 

$

17.44

 

 

 

4.1

 

 

 

528,249

 

 

$

15.25

 

 

 

3.0

 

 

 

528,249

 

 

$

15.25

 

 

 

3.0

 

 

There were no stock options granted in fiscal 2023, or during the first nine months of fiscal 2024, and as of October 28, 2023, there was no unrecognized compensation expense related to stock options.

Restricted Stock Units (RSUs), Performance-Based Stock Units (PSUs) and Restricted Stock Awards (RSAs)

Aggregated information regarding RSU, PSU and RSA activity for the nine months ended October 28, 2023 is summarized below:

 

 

RSUs, PSUs & RSAs

 

 

Weighted Average
Grant Date Fair Value

 

Outstanding at January 31, 2023

 

 

274,927

 

 

$

12.82

 

Granted

 

 

152,643

 

 

 

12.59

 

Vested

 

 

(110,488

)

 

 

12.18

 

Forfeited

 

 

(4,677

)

 

 

12.49

 

Outstanding at October 28, 2023

 

 

312,405

 

 

$

12.94

 

 

As of October 28, 2023, there was approximately $1.5 million of unrecognized compensation expense related to RSUs, PSUs 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 the 2022 ESPP and 5,045 shares were purchased under the 2022 ESPP during the year ended January 31, 2023. During the nine months ended October 28, 2023, there were 7,213 shares purchased under the 2022 ESPP. During the nine months ended October 29, 2022, there were 1,550 shares purchased under the Prior ESPP, and no additional purchases may be made under the Prior ESPP. There are 27,742 shares remaining available for purchase under the 2022 ESPP as of October 28, 2023.