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SHARE-BASED COMPENSATION
12 Months Ended
Jan. 29, 2022
SHARE-BASED COMPENSATION  
SHARE-BASED COMPENSATION

15.   SHARE-BASED COMPENSATION

The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted restricted stock, stock performance awards, restricted stock units and stock options.

ASC 718, Compensation – Stock Compensation, and ASC 505, Equity, require companies to recognize compensation expense in an amount equal to the fair value of all share-based payments granted to employees over the requisite service period for each award.  In certain limited circumstances, the Company’s incentive compensation plan provides for accelerated vesting of the awards, such as in the event of a change in control, qualified retirement, death or disability.  The Company has a policy of issuing treasury shares in satisfaction of share-based awards.

Share-based compensation expense of $12.3 million, $8.1 million and $10.2 million was recognized in 2021, 2020 and 2019, respectively, as a component of selling and administrative expenses.  The following table details the share-based compensation expense by plan for 2021, 2020 and 2019:

($ thousands)

    

2021

    

2020

    

2019

Expense for share-based compensation plans, net of forfeitures:

 

  

 

  

 

  

Restricted stock

$

7,308

$

6,840

$

9,597

Stock performance awards

 

3,904

 

147

 

(502)

Restricted stock units

 

1,085

 

1,109

 

1,129

Stock options

 

 

1

 

22

Total share-based compensation expense

$

12,297

$

8,097

$

10,246

The Company issued 330,206, 471,569 and 214,435 shares of common stock in 2021, 2020 and 2019, respectively, for restricted stock grants, stock performance awards issued to employees, stock options exercised and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.

The Company recognized an excess tax provision of $0.1 in both 2021 and 2019 and $1.1 million in 2020 related to restricted stock vestings and dividends, performance share award vestings and stock options exercised.  The excess tax provision for the respective periods were recorded in income tax (provision) benefit.

Restricted Stock

Under the Company’s incentive compensation plans, restricted stock of the Company may be granted at no cost to certain officers, key employees and directors.  Plan participants are entitled to cash dividends and voting rights for their respective shares.  The restricted stock awards limit the sale or transfer of these shares during the requisite service period.  Expense for restricted stock grants is recognized on a straight-line basis separately for each vesting portion of the stock award based upon fair value of the award on the date of grant.  The fair value of the restricted stock grants is the quoted market price for the Company’s common stock on the date of grant.

The following table summarizes restricted stock activity for 2021, 2020 and 2019:

    

Number of

    

Nonvested

Weighted-

Restricted

Average Grant

Shares

Date Fair Value

Nonvested at February 2, 2019

 

1,249,223

 

$

29.17

Granted

 

463,234

 

22.93

Vested

 

(222,562)

 

30.26

Forfeited

 

(218,100)

 

28.83

Nonvested at February 1, 2020

 

1,271,795

 

26.77

Granted

 

707,931

 

6.99

Vested

 

(430,837)

 

28.27

Forfeited

 

(151,662)

 

22.19

Nonvested at January 30, 2021

 

1,397,227

 

16.74

Granted

 

616,442

 

19.40

Vested

 

(540,647)

 

26.39

Forfeited

 

(82,625)

 

15.37

Nonvested at January 29, 2022

 

1,390,397

$

14.24

Of the 616,442 restricted shares granted during 2021, 4,910 shares have a cliff-vesting term of one year, 20,000 shares have a cliff-vesting term of two years and 591,532 shares have a graded-vesting term of three years.  Of the 707,931 restricted shares granted during 2020, 12,748 shares have a cliff-vesting term of one year and 695,183 shares have a graded-vesting term of three years.  Of the 463,234 restricted shares granted during 2019, 12,914 shares had a cliff-vesting term of one year and 450,320 shares have a graded-vesting term of three years.  The shares that have a graded-vesting term of three years vest 50% after two years and 50% after three years.  

The total grant date fair value of restricted stock awards vested during the years ended January 29, 2022, January 30, 2021 and February 1, 2020, was $14.3 million, $4.4 million and $6.7 million, respectively.  As of January 29, 2022, the total remaining unrecognized compensation cost related to nonvested restricted stock grants was $9.2 million, which will be amortized over the weighted-average remaining requisite service period of 1.6 years.

Performance Share Awards

Under the Company’s incentive compensation plans, common stock or cash may be awarded at the end of the performance period at no cost to certain officers and key employees if certain financial goals are met.  Under the plan, employees are granted performance share awards at a target number of shares or units, which generally vest over a three-year service period.  At the end of the vesting period, the employee will have earned an amount of shares between 0% and 200% of the targeted award, depending on the attainment of certain financial goals during the service period.  If the awards are granted in units, the employee will be given an amount of cash ranging from 0% to 200% of the equivalent market value of the targeted award.  Expense for performance share awards is recognized based upon the fair value of the awards on the date of grant and the anticipated number of shares or cash to be awarded on a straight-line basis for each vesting portion of the share award.

The following table summarizes performance share award activity for 2021, 2020 and 2019:

    

Number of Nonvested

    

Number of Nonvested

    

Performance Share

Performance Share

Awards at Target

Awards at Maximum

Weighted-Average

Level

Level

Grant Date Fair Value

Nonvested at February 2, 2019

 

457,833

 

915,666

 

$

28.49

Granted

 

180,000

 

360,000

 

23.42

Vested

 

(149,833)

 

(299,666)

 

26.64

Forfeited

 

(12,000)

 

(24,000)

 

28.33

Nonvested at February 1, 2020

 

476,000

 

952,000

 

27.16

Granted

 

87,750

 

175,500

 

7.47

Vested

 

(153,000)

 

(306,000)

 

26.90

Forfeited

 

(25,000)

 

(50,000)

 

18.64

Nonvested at January 30, 2021

 

385,750

 

771,500

 

23.33

Granted

 

160,500

 

321,000

 

13.05

Vested

 

(148,000)

 

(296,000)

 

31.84

Forfeited

 

(7,500)

 

(15,000)

 

11.19

Nonvested at January 29, 2022

 

390,750

 

781,500

$

16.12

As of January 29, 2022, the remaining unrecognized compensation cost related to nonvested performance share awards was $2.7 million, which will be recognized over the remaining service period of one year.

During 2021, the Company granted long-term incentive awards payable in cash for the 2021-2023 performance period, with a target value of $7.3 million and a maximum value of $14.6 million.  These awards, which vest after a three-year period, are dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award.  The estimated value of the award, which is reflected within other liabilities on the consolidated balance sheets, is being accrued over the three-year performance period.  There were no long-term cash incentive awards granted by the Company during 2020 or 2019.

Stock Options

Stock options are granted to employees at exercise prices equal to the quoted market price of the Company’s stock at the date of grant.  Stock options generally vest over four years and have a term of 10 years.  Compensation cost for all stock options is recognized over the requisite service period for each award.  No dividends are paid on unexercised options. Expense for stock options is recognized on a straight-line basis separately for each vesting portion of the stock option award. The Company granted no stock options during 2021, 2020 and 2019.

The following table summarizes stock option activity for 2021:

    

    

Weighted-

Number of

Average

Options

Exercise Price

Outstanding at January 30, 2021

 

24,667

$

23.74

Exercised

 

(2,000)

 

8.85

Canceled or expired

 

(6,000)

 

13.60

Outstanding at January 29, 2022

 

16,667

$

29.18

Exercisable at January 29, 2022

 

16,667

$

29.18

As of January 29, 2022, there are no nonvested options.

Restricted Stock Units for Non-Employee Directors

Equity-based grants may be made to non-employee directors in the form of restricted stock units (“RSUs”) payable in cash or common stock at no cost to the non-employee director.  The RSUs are subject to a vesting requirement (usually one

year), earn dividend equivalent units and are payable in cash or common stock on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock.  Dividend equivalents are paid on outstanding RSUs at the same rate as dividends on the Company’s common stock, are automatically re-invested in additional RSUs and vest immediately as of the payment date for the dividend.  Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs.  The RSUs payable in cash are remeasured at the end of each period.  Expense for the dividend equivalents is recognized at fair value immediately.  Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s consolidated statements of earnings (loss).  Refer to Note 5 and Note 13 to the consolidated financial statements for information regarding the deferred compensation plan for non-employee directors.

The following table summarizes restricted stock unit activity for the year ended January 29, 2022:

    

    

    

Nonvested 

Outstanding

Accrued (3)

RSUs

    

    

    

    

    

Weighted-

Number of

Number of

Total

Total

Average

Vested

Nonvested

Number of

Number of

Grant Date

RSUs

RSUs

RSUs (2)

 RSUs

Fair Value

January 30, 2021

 

416,234

 

107,784

 

524,018

 

488,089

$

9.85

Granted (1)

 

5,901

 

39,984

 

45,885

 

32,792

 

27.41

Vested

 

102,689

 

(102,689)

 

 

33,995

 

10.67

January 29, 2022

 

524,824

 

45,079

 

569,903

 

554,876

$

23.56

(1)Granted RSUs include 6,605 RSUs resulting from dividend equivalents paid on outstanding RSUs, of which 5,901 related to outstanding vested RSUs and 704 to outstanding nonvested RSUs.
(2)Total number of RSUs as of January 29, 2022 includes 433,298 RSUs payable in shares and 136,605 RSUs payable in cash.
(3)Accrued RSUs include all fully vested awards and a pro-rata portion of nonvested awards based on the elapsed portion of the vesting period.

The following table summarizes RSUs granted, vested and settled during 2021, 2020 and 2019:

($ thousands, except per unit amounts)

    

2021

    

2020

    

2019

Weighted-average grant date fair value of RSUs granted (1)

$

26.88

$

10.12

$

19.59

Fair value of RSUs vested

$

2,370

$

1,125

$

589

RSUs settled

 

 

88,370

 

4,574

(1)Includes dividend equivalents granted on outstanding RSUs, which vest immediately.

The following table details the RSU compensation expense and the related income tax (benefit) provision for 2021, 2020 and 2019:

($ thousands)

    

2021

    

2020

    

2019

Compensation expense (income)

$

907

$

(613)

$

(1,756)

Income tax (benefit) provision

 

(233)

 

158

 

452

Compensation expense (income), net of tax

$

674

$

(455)

$

(1,304)

The aggregate fair value of RSUs outstanding and currently vested at January 29, 2022 is $13.2 million and $12.1 million, respectively.  The liabilities associated with the accrued RSUs totaled $2.6 million and $1.7 million as of January 29, 2022 and January 30, 2021, respectively.