(a)The Amended and Restated 2015 Equity Incentive Plan (EIP) provides that the Board may grant equity awards to certain employees of the Company at its discretion. The EIP was adopted effective July 1, 2015 and subsequently amended and restated effective May 28, 2020. Including shares added in the amendment and restatement, the EIP authorizes grants of equity awards of up to 2,500,000 authorized but unissued shares of common stock. At February 3, 2024, there were 1,243,179 shares available for grant under the EIP.

(b)The 2015 Employee Stock Purchase Plan (ESPP) allows for qualified employees to participate in the purchase of up to 300,000 authorized but unissued shares of our common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each quarterly stock purchase period. The ESPP was adopted effective July 1, 2015. At February 3, 2024, there were 85,136 shares available for purchase under the ESPP.

(c)The 2015 Director Deferred Compensation Plan (Deferred Plan) allows non-employee directors an election to defer all or a portion of their fees into stock units or stock options. The Deferred Plan was adopted effective July 1, 2015 and authorizes grants up to 150,000 authorized but unissued shares of common stock. At February 3, 2024, there were 117,324 shares available for grant under the Deferred Plan.

(d)The Amended and Restated 2012 Non-Employee Director Equity Plan (DEP) provides for grants of equity awards to non-employee directors. The DEP was adopted effective May 24, 2012 and subsequently amended and restated effective May 25, 2022. The amendment and restatement reset the authorization of grants of equity awards of up to 500,000 authorized but unissued shares of common stock. At February 3, 2024, there were 476,316 shares available for grant under the DEP.

Our plans allow for a variety of equity awards including stock options, restricted stock awards, stock appreciation rights and performance awards. As of February 3, 2024, we had granted awards in the form of stock options, restricted stock units (RSUs) and performance-based units (PSUs) to our employees. The annual grants made for Fiscal 2024, Fiscal 2023 and Fiscal 2022 to employees consisted solely of RSUs. We have also awarded PSUs to our Named Executive Officers (NEOs).

As of February 3, 2024, we had granted awards in the form of stock, stock options and deferred stock units (DSUs) to our Board members. Under the DEP, Board members currently receive an annual value of $75,000 worth of equity in the form of stock options or RSUs upon election to the Board and a value of $110,000 worth of equity in any form allowed within the DEP, for each full year of service, pro-rated for Directors who have served less than one full year. The Chair of the Board receives an annual value of $135,000 of equity in any form allowed within the DEP.

The terms and vesting schedules for stock-based awards vary by type of grant and generally vest upon time-based conditions. Under the DEP, Directors have the option with stock awards to set release dates. Upon exercise, stock-based compensation awards are settled with authorized but unissued Company stock. All of our awards are classified as equity awards.


	Fiscal Year Ended
	February 3, 2024 (53-weeks)		January 28, 2023 (52-weeks)		January 29, 2022 (52-weeks)
Stock-based compensation expense by type:
Stock options	$	220	$	155	$	174
Restricted stock units	5,026		6,204		5,111
Employee stock purchases	358		358		199
Director deferred compensation	105		94		56
Total stock-based compensation expense	5,709		6,811		5,540
Income tax benefit recognized	1,183		1,562		1,316
Stock-based compensation expense, net of income tax	$	4,526	$	5,249	$	4,224

The income tax benefit recognized in our consolidated financial statements, as disclosed above, is based on the amount of compensation expense recorded for book purposes. The actual income tax benefit realized in our income tax return is based on the intrinsic value, or the excess of the market value over the exercise or purchase price, of stock options exercised and restricted stock unit awards vested during the period. The actual income tax benefit realized for the deductions considered on our income tax returns for Fiscal 2024, Fiscal 2023 and Fiscal 2022 was from option exercises and restricted stock unit releases and totaled $3.0 million, $2.8 million and $3.2 million, respectively.

Stock options are granted with an exercise price equal to the closing market price of our common stock on the business day immediately preceding the date of grant. Vesting and expiration provisions vary between equity plans, but options granted to employees under the EIP have historically vested over a four or five-year period in equal installments beginning on the first anniversary of the grant date and expiring on the eighth or tenth anniversary of the date of grant. Grants awarded to tenured outside directors under the DEP and Deferred Plan vest immediately upon grant. Grants awarded to outside directors upon appointment to our Board under the DEP vest in full on the first anniversary of the date of grant. Grants awarded to outside directors upon appointment to our Board under the Deferred Plan vest immediately upon grant. All grants awarded to outside directors expire on the tenth anniversary of the date of grant.


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000’s)
Options outstanding at January 28, 2023	100,951	$	38.24	4.03	$	2,859
Granted	8,188	58.38
Exercised	(40,044)	37.87
Forfeited, cancelled or expired	—	—
Options outstanding at February 3, 2024	69,095	$	40.83	4.20	$	2,003

Exercisable at February 3, 2024	69,095	$	40.83	4.20	$	2,003

We use the Black-Scholes pricing model to estimate the fair value of stock option on the date of grant. The Black-Scholes pricing model utilizes expected term, expected volatility, a risk-free interest rate and a dividend yield to estimate fair value. We calculate the expected term for our stock options based on the historical exercise behavior of our participants. The volatility used to value

stock options is based on historical volatility. We calculate historical volatility using an average calculation methodology based on daily price intervals as measured over the expected term of the option. We have consistently applied this methodology since our adoption of the provisions of ASC Topic 718, Stock Compensation. In accordance with ASC Topic 718, we base the risk-free interest rate on the annual continuously compounded risk-free rate with a term equal to the option’s expected term. The dividend yield is based on dividend amounts over past time periods equal in length to the expected life of the options.


	Fiscal Year Ended
	February 3, 2024 (53-weeks)	January 28, 2023 (52-weeks)	January 29, 2022 (52-weeks)
Stock option grants	2	1	1
Stock option grant date	March 31, 2023	March 30, 2022	March 22, 2021
Total stock options granted	8,188	7,212	4,384
Exercise price	$58.38	$46.22	$76.04
Fair value of stock options	$26.87	$21.46	$39.73
Expected term	5.73 years	4.59 years	4.63 years
Expected volatility	53.76%	65.05%	64.75%
Risk-free interest rate	3.57%	2.44%	0.77%
Dividend yield	1.71%	2.28%	0.00%
Intrinsic value of stock options exercised (in millions)	$1.1	$1.1	$2.7
Total cash received by participants from stock options exercised (in millions)	$2.6	$3.5	$4.7
Unamortized compensation expense at fiscal period end	$—	$—	$—

RSUs and PSUs are granted with a fair value equal to the closing market price of our common stock on the business day immediately preceding the grant date. All PSUs have been awarded in the form of restricted stock units. An award may vest completely at a point in time (cliff-vest) or in increments over time (graded-vest). The majority of awards, including PSUs, are subject to cliff-vest provisions. Generally, RSUs vest over two to four years with the exception of awards to our Board of Directors who can choose the vest date for their annual award. PSUs provide for awards based on achievement of certain predetermined corporate performance goals and typically cliff-vest in three years from the date of grant after achievement of stated performance criterion and upon meeting stated service conditions.


	RSUs			PSUs			Totals
	Number of Awards	Weighted Average Grant-Date Fair Value		Number of Awards	Weighted Average Grant-Date Fair Value		Number of Awards	Weighted Average Grant-Date Fair Value
Nonvested at January 28, 2023	464,833	$	28.62	72,470	$	55.48	537,303	$	32.24
Granted	92,374	57.86		39,567	58.38		131,941	58.02

Vested	(178,193)	21.00		—	—		(178,193)	21.00
Forfeited, cancelled or expired	(37,788)	33.69		—	—		(37,788)	33.69
Nonvested at February 3, 2024	341,226	$	39.95	112,037	$	56.50	453,263	$	44.04

Compensation expense is recognized on a straight-line basis over the vesting period for cliff-vest awards and, in the case of PSUs, at the estimated percentage of achievement. For graded-vest awards, the award is divided into vesting tranches and the compensation expense is recognized on a straight-line basis for each tranche separately.


	Fiscal Year Ended
	February 3, 2024 (53-weeks)	January 28, 2023 (52-weeks)	January 29, 2022 (52-weeks)



Intrinsic value of vested awards (in millions)	$10.5	$7.3	$10.5
Intrinsic value of outstanding and unvested awards (in millions)	$31.5	$35.5	$35.2
Unrecognized compensation expense at fiscal period end (in millions)	$4.9	$7.5	$7.0
Estimated weighted average period unrecognized compensation expense expected to be recognized	1.7 years	1.7 years	2.0 years

The Company’s ESPP allows eligible employees the right to purchase shares of our common stock, subject to certain limitations, at 85% of the lesser of the market value at the end of each calendar quarter (purchase date) or the beginning of each calendar quarter. Our employee purchases of common stock and the average price per share through the ESPP, as well as the assumptions used in the option pricing model were as follows:


	Fiscal Year Ended
	February 3, 2024 (53-weeks)	January 28, 2023 (52-weeks)	January 29, 2022 (52-weeks)
Shares purchased	34,405	32,586	14,447
Average price per share	$36.70	$48.33	$50.01
Weighted average fair value at date of grant	$13.32	$14.33	$14.33
Expected life (years)	0.25	0.25	0.25
Average expected volatility	54.5%	52.1%	52.1%
Average risk-free interest rate	9.16%	3.55%	0.28%
Average dividend yield	2.06%	1.86%	1.26%

Under the Deferred Plan, non-employee directors can elect to defer all or a portion of their Board and Board Committee fees into cash, stock options or deferred stock units. Those fees deferred into stock options are subject to the same provisions as provided for in the DEP and are expensed and accounted for accordingly. Director fees deferred into stock units are calculated and expensed each calendar quarter by taking deferred fees earned during the calendar quarter and dividing by the closing price of our common stock on the last day of the calendar quarter, rounded to the nearest whole share. Director fees deferred into stock units are calculated and expensed each calendar quarter by taking deferred fees earned during the calendar quarter and dividing by the closing price of our common stock on the business day immediately preceding the last day of the calendar quarter, rounded to the nearest whole share. The total annual retainer, Board and Board Committee fees for non-employee directors that are not deferred into stock options, but which includes amounts deferred into stock units under the Deferred Plan, are expensed as incurred in all periods presented. The number of Directors who participated in the Deferred Plan as well as the number of shares deferred each year were as follows: