Stock Compensation Plans

12 Months Ended

Feb. 01, 2025

Share-Based Payment Arrangement [Abstract]

I. STOCK COMPENSATION PLANS

The Company has one active stock-based compensation plan, which is the Second Amended and Restated 2016 Incentive Compensation Plan (the “2016 Plan”). A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduce the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. At the Company's Annual Meeting of Stockholders held on August 8, 2024, the Company's stockholders approved an increase of 6,150,000 shares authorized for future grant under the 2016 Plan. At February 1, 2025, 21,270,538 shares were authorized under the 2016 Plan, of which 7,481,525 shares remain available for grant.

The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable or otherwise forfeitable unless such award has been outstanding for a minimum period of one year from its date of grant.

Stock Option Activity

The following tables summarize the stock option activity under the Company’s 2006 Incentive Compensation Plan ("2006 Plan") and 2016 Plan, on an aggregate basis, for fiscal 2024:


	Number of Shares			Weighted-average exercise price per option		Weighted-average remaining contractual term	Aggregate intrinsic value (000's)
Stock Options
Outstanding options at beginning of year		3,180,739		$	0.75		$	10,962
Options granted		—						—
Options canceled or expired		(69,612	)		5.18			5
Options exercised		(139,667	)		0.57			409
Outstanding options at end of year		2,971,460		$	0.65	5.6 yrs.	$	6,207
Options exercisable at end of year		2,731,268		$	0.64	5.6 yrs.	$	5,727
Vested and expected to vest at end of year		2,971,460		$	0.65	5.6 yrs.	$	6,207

Non-Vested Share Activity

The following table summarizes activity for non-vested shares under the Company’s 2006 Plan, 2016 Plan and Inducement Awards, on an aggregate basis, for fiscal 2024:


	RSUs (1)			Deferred shares (2)		Performance share units (3)		Fully-vest shares (4)			Total number of shares			Weighted-average grant-date fair value
Shares
Outstanding non-vested shares at beginning of year		536,285			435,568		573,000		—			1,544,853		$	3.53
Shares granted		388,650			44,132		—		49,304			482,086		$	3.48
Shares forfeited		—			—		—		—			—			—
Shares expired		—			—		—		—			—			—
Shares vested/issued		(163,854	)		—		—		(49,304	)		(213,158	)	$	4.44
Outstanding non-vested shares at end of year		761,081			479,700		573,000		—			1,813,781		$	3.41
Vested and expected to vest at end of year		761,081			479,700		—		—			1,240,781		$	3.05

(1)

During fiscal 2024, grants primarily related to the grant of time-based RSUs under its 2024-2026 LTIP. See Note H, Long-Term Incentive Plans. As a result of net share settlements, of the 163,854 RSUs that vested, 138,390 shares of common stock were issued.

(2)

The 44,132 shares of deferred stock, with a fair value of $144,991 represent director compensation in lieu of cash, in accordance with the director's irrevocable election. The shares of deferred stock will be issued upon the director's separation from service.

(3)

On August 11, 2023, the Company granted 573,000 performance share units ("PSUs") in connection with the extension of Mr. Kanter's employment agreement. The award consists of nine tranches, with the first tranche vesting if and when the 30-day volume-weighted closing price of the Company's common stock is equal to or greater than $6.50 per share. Each subsequent tranche will vest upon achievement of the 30-day volume-weighted closing price of the Company's common stock in $0.25 increments with the ninth tranche vesting when such price is equal to or greater than $8.50 per share. Any unvested PSUs will expire on August 11, 2026. The $2.4 million fair value was expensed over the respective derived service periods of each tranche which ranged from 12 to 13 months. The respective fair value and derived service periods assigned to the PSUs were determined using a Monte Carlo model based on a weighted historical volatility of 57.8%, a term of 3 years, stock price on the date of grant of $4.98 per share, a risk-free rate of 4.6% and a cost of equity of 11.0%.

(4)

Represented compensation, with a fair value of $161,983, to certain directors, who are required to receive shares, in lieu of cash, in order to satisfy their minimum equity ownership under the Non-Employee Director Compensation Plan. Voluntary shares received, in lieu of cash, are reported below under Non-Employee Director Compensation Plan

Non-Employee Director Compensation Plan

The Company's Seventh Amended and Restated Non-Employee Director Compensation Plan, as amended, the "Non-Employee Director Compensation Plan," provides a convenient method for its non-employee directors to acquire shares of the Company’s common stock at fair market value by voluntarily electing to receive shares of common stock in lieu of cash for service as a director.

The Non-Employee Director Compensation Plan requires a minimum equity ownership requirement which requires each director to receive at least 60% of their annual retainers in shares of common stock until the value of their equity ownership is equal to at least three times the annual retainer. Any shares issued to satisfy the minimum equity ownership were granted from the 2016 Plan. All other shares were granted under the Non-Employee Director Compensation Plan.

The following shares of common stock, with the respective fair value, were issued from the Non-Employee Director Compensation Plan to its non-employee directors as compensation for fiscal 2024, fiscal 2023 and fiscal 2022:


	Number of shares of common stock issued		Fair value of common stock issued
Fiscal 2024		42,609	$	139,987
Fiscal 2023		59,532	$	301,578
Fiscal 2022		73,024	$	359,208

At February 1, 2025, 591,925 shares remained available for grant under the Non-Employee Director Compensation Plan.