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Share-based payments
12 Months Ended
Feb. 03, 2017
Share-based payments  
Share-based payments

9. Share‑based payments

 

The Company accounts for share‑based payments in accordance with applicable accounting standards, under which the fair value of each award is separately estimated and amortized into compensation expense over the service period. The fair value of the Company’s stock option grants are estimated on the grant date using the Black‑Scholes‑Merton valuation model. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense. The fair value of the Company’s other share-based awards discussed below are estimated using the Company’s closing stock price on the grant date. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period.

 

On July 6, 2007, the Company’s Board of Directors adopted the 2007 Stock Incentive Plan, which plan was subsequently amended and restated on several occasions (as so amended and restated, the “Plan”). The Plan allows the granting of stock options, stock appreciation rights, and other stock‑based awards or dividend equivalent rights to key employees, directors, consultants or other persons having a service relationship with the Company, its subsidiaries and certain of its affiliates. The number of shares of Company common stock authorized for grant under the Plan is 31,142,858. As of February 3, 2017, 17,691,607 of such shares are available for future grants.

 

Since May 2011, most of the share-based awards issued by the Company have been in the form of stock options, restricted stock, restricted stock units and performance share units. With limited exceptions, stock options and restricted stock units granted to employees generally vest ratably on an annual basis over four-year and three-year periods, respectively.  Awards granted to board members generally vest over a one-year period. Performance share units generally vest ratably over a three-year period, provided that certain minimum performance criteria are met in the year of grant. With limited exceptions, the performance share unit and restricted stock unit awards are payable in shares of common stock on the vesting date.

 

From July 2007 through May 2011, a significant majority of the Company’s share-based awards were a combination of stock options that vested solely upon the continued employment of the recipient (“MSA Time Options”) and options that vested upon the achievement of predetermined annual or cumulative financial-based targets (“MSA Performance Options”) (collectively, the “MSA Options”). MSA Options generally vested ratably on an annual basis over a period of approximately five years, with limited exceptions. The MSA Options have a contractual term of 10 years and an exercise price equal to the fair value of the underlying common stock on the date of grant.

 

The weighted average for key assumptions used in determining the fair value of all stock options granted in the years ended February 3, 2017, January 29, 2016, and January 30, 2015, and a summary of the methodology applied to develop each assumption, are as follows:

 

 

 

 

 

 

 

 

 

 

    

February 3,

    

January 29,

    

January 30,

 

 

 

2017

 

2016

 

2015

 

Expected dividend yield

 

1.3

%  

1.2

%  

0

%

Expected stock price volatility

 

25.4

%  

25.3

%  

25.6

%

Weighted average risk-free interest rate

 

1.6

%  

1.8

%  

1.9

%

Expected term of options (years)

 

6.3

 

6.4

 

6.3

 

 

Expected dividend yield - This is an estimate of the expected dividend yield on the Company’s stock. An increase in the dividend yield will decrease compensation expense.

 

Expected stock price volatility - This is a measure of the amount by which the price of the Company’s common stock has fluctuated or is expected to fluctuate. An increase in the expected volatility will increase compensation expense.

Weighted average risk‑free interest rate - This is the U.S. Treasury rate for the week of the grant having a term approximating the expected life of the option. An increase in the risk‑free interest rate will increase compensation expense.

Expected term of options - This is the period of time over which the options granted are expected to remain outstanding. The Company has estimated the expected term as the mid‑point between the vesting date and the contractual term of the option. An increase in the expected term will increase compensation expense.

 

A summary of the Company’s stock option activity, exclusive of MSA Options, during the year ended February 3, 2017 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Average

    

Remaining

    

 

 

 

 

 

Options

 

Exercise

 

Contractual

 

Intrinsic

 

(Intrinsic value amounts reflected in thousands)

 

Issued

 

Price

 

Term in Years

 

Value

 

Balance, January 29, 2016

 

2,429,965

 

$

61.19

 

 

 

 

 

 

Granted

 

996,984

 

 

84.73

 

 

 

 

 

 

Exercised

 

(524,129)

 

 

51.64

 

 

 

 

 

 

Canceled

 

(204,162)

 

 

75.69

 

 

 

 

 

 

Balance, February 3, 2017

 

2,698,658

 

$

70.64

 

7.9

 

$

18,842

 

Exercisable at February 3, 2017

 

675,234

 

$

54.40

 

6.4

 

$

12,849

 

 

The weighted average grant date fair value per share of non-MSA options granted was $20.06,  $18.48, and $17.26 during 2016, 2015 and 2014, respectively. The intrinsic value of non-MSA options exercised during 2016, 2015, and 2014 was $17.3 million, $20.8 million and $2.5 million, respectively.

 

The number of performance share unit awards earned is based upon the Company’s annual financial performance in the year of grant as specified in the award agreement. A summary of performance share unit award activity during the year ended February 3, 2017 is as follows:

 

 

 

 

 

 

 

 

 

    

Units

    

Intrinsic

 

(Intrinsic value amounts reflected in thousands)

 

Issued

 

Value

 

Balance, January 29, 2016

 

144,097

 

 

 

 

Granted

 

121,246

 

 

 

 

Converted to common stock

 

(69,393)

 

 

 

 

Canceled

 

(21,567)

 

 

 

 

Balance, February 3, 2017

 

174,383

 

$

12,754

 

 

The weighted average grant date fair value per share of performance share units granted was $84.67,  $74.72 and $57.91 during 2016, 2015, and 2014, respectively.

 

A summary of restricted stock unit award activity during the year ended February 3, 2017 is as follows:

 

 

 

 

 

 

 

 

 

    

Units

    

Intrinsic

 

(Intrinsic value amounts reflected in thousands)

 

Issued

 

Value

 

Balance, January 29, 2016

 

640,910

 

 

 

 

Granted

 

282,828

 

 

 

 

Converted to common stock

 

(340,916)

 

 

 

 

Canceled

 

(80,861)

 

 

 

 

Balance, February 3, 2017

 

501,961

 

$

36,713

 

 

The weighted average grant date fair value per share of restricted stock units granted was $84.56,  $74.67, and $57.87 during 2016, 2015 and 2014, respectively.

 

At February 3, 2017, 90,467 MSA Time Options were outstanding, all of which were exercisable, with an average exercise price of $19.06, an average remaining contractual term of 2.7 years, and an aggregate intrinsic value of $4.9 million. The intrinsic value of MSA Time Options exercised during 2016, 2015, and 2014 was $5.3 million, $6.6 million and $6.8 million, respectively.

 

At February 3, 2017, 66,290 MSA Performance Options were outstanding, all of which were exercisable, with an average exercise price of $19.15, an average remaining contractual term of 2.7 years, and an aggregate intrinsic value of $3.6 million. The intrinsic value of MSA Performance Options exercised during 2016, 2015 and 2014 was $5.5 million, $4.9 million and $4.9 million, respectively.

 

At February 3, 2017, the total unrecognized compensation cost related to unvested stock‑based awards was $53.7 million with an expected weighted average expense recognition period of 1.6 years.

 

The fair value method of accounting for share‑based awards resulted in share‑based compensation expense (a component of SG&A expenses) and a corresponding reduction in income before and net of income taxes as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock

 

Performance

 

Restricted

 

Restricted

 

 

 

 

(In thousands)

    

Options

    

Share Units

    

Stock Units

    

Stock

    

Total

 

Year ended February 3, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax

 

$

12,008

 

$

7,258

 

$

17,701

 

$

 —

 

$

36,967

 

Net of tax

 

$

7,325

 

$

4,427

 

$

10,798

 

$

 —

 

$

22,550

 

Year ended January 29, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax

 

$

11,113

 

$

4,856

 

$

22,578

 

$

 —

 

$

38,547

 

Net of tax

 

$

6,779

 

$

2,962

 

$

13,772

 

$

 —

 

$

23,513

 

Year ended January 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax

 

$

8,533

 

$

5,461

 

$

15,968

 

$

7,376

 

$

37,338

 

Net of tax

 

$

5,206

 

$

3,332

 

$

9,742

 

$

4,500

 

$

22,780