Note 14—Share-Based Compensation

The Company maintains the following share-based compensation plans:

Stock Plans:

During the year ending January 31, 2019, we were authorized to grant equity awards under two equity incentive plans: the 2015 Equity Incentive Plan (the “2015 Plan”) and the AstroNova, Inc. 2018 Equity Incentive Plan (the “2018 Plan”).

The 2018 Plan was approved by the Company’s shareholders at the Company’s annual meeting of shareholders held on June 4, 2018. The 2018 Plan provides for, among other things, the issuance of awards with respect to up to 650,000 shares of the Company’s common stock, plus an additional number of shares equal to the number of shares subject to awards granted under the 2018 Plan or the 2015 Plan that are, following the effectiveness of the 2018 Plan, 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, reacquired by the Company at not more than the grantee’s purchase price (other than by exercise). The 2015 Plan was to expire in May 2025, however following the approval of the 2018 Plan, the Company ceased granting new equity awards pursuant to the 2015 Plan. As of January 31, 2019, 80,934 unvested shares of restricted stock granted and options to purchase an aggregate of 151,000 shares were outstanding under the 2018 Plan.

Under the 2015 Plan, the Company could grant incentive stock options, non-qualified stock options, stock appreciation rights, time or performance-based restricted stock units (RSUs), restricted stock awards (RSAs), and other stock-based awards to executives, key employees, directors and other eligible individuals. Options granted to employees under the plan vest over four years and expire after ten years. The exercise price of each stock option is established at the discretion of the Compensation Committee; however, all options granted under the 2015 Plan must be issued at an exercise price of not less than the fair market value of the Company’s common stock on the date of grant. As of January 31, 2019, 50,585 unvested shares of restricted stock granted and options to purchase an aggregate of 202,450 shares were outstanding under the 2015 Plan.

Under the 2015 Plan, each non-employee director received an automatic annual grant of ten-year options to purchase 5,000 shares of stock upon the adjournment of each annual shareholders meeting. Each such option is exercisable at the fair market value of the Company’s common stock as of the grant date, and vests immediately prior to the next annual shareholders’ meeting. Accordingly, on May 17, 2017, 30,000 options were issued to the non-employee directors.

In addition to the 2015 Plan and the 2018 Plan, we previously granted equity awards under our 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan expired in May 2017 and no new awards may be issued under it, but outstanding awards will continue to be governed by it. As of January 31, 2019, 2,148 unvested shares of restricted stock granted and options to purchase an aggregate of 417,695 shares were outstanding under the 2007 Plan.

The Company had a Non-Employee Director Annual Compensation Program (the “Prior Program”) under which each non-employee director received an automatic grant of RSAs on the first business day of each fiscal quarter. Under the Program, the number of whole shares to be granted each quarter was equal to 25% of the number calculated by dividing the director compensation amount by the fair market value of the Company’s stock on such day. The director annual compensation amount was $55,000 in fiscal year 2017, $65,000 in fiscal year 2018 and $75,000 in fiscal year 2019. In addition, the Chairman of the Board received RSAs with an aggregate value of $6,000, and the Chairs of the Audit and Compensation Committees each receive RSAs with an aggregate value of $4,000, also issued in quarterly installments and calculated in the same manner as the directors’ RSA grants. RSAs granted prior to March 30, 2017 become fully vested on the first anniversary of the date of grant. RSAs granted subsequent to March 30, 2017 become vested three months after the date of grant. A total of 26,515, 28,062 and 11,379 shares were awarded to the non-employee directors as compensation under the Program in fiscal 2019, 2018 and 2017, respectively.

Refer to Note 22, “Subsequent Event” for details regarding the Amended and Restated Non-Employee Director Annual Compensation Program adopted January 31, 2019 and effective beginning on February 1, 2019.

In May 2015 (fiscal year 2016), the Company granted an aggregate of 80,000 time-based and 155,000 performance-based RSUs to certain officers of the Company. Based upon revenue in fiscal 2018, 2017 and 2016, 33,638, 9,025 and 15,810 shares of the performance based RSUs were earned in the first quarter of fiscal 2019, 2018 and 2017, respectively.

In March 2016 (fiscal year 2017), the Company granted 50,000 options and 4,030 RSAs to its Chief Executive Officer pursuant to an Equity Incentive Award Agreement dated as of November 24, 2014 (the “CEO Equity Incentive Agreement”).

In May 2016 (fiscal year 2017) the Company granted 37,000 options to certain key employees. On August 1, 2016 (fiscal year 2017) the Company granted 5,000 options to its Chief Financial Officer.

In March 2017 (fiscal year 2018), the Company granted 50,000 options to the Chief Executive Officer pursuant to the CEO Equity Incentive Agreement. In February and April 2017 the Company granted 52,189 options to certain other key employees. In December 2017, upon election to the Board, the Company granted 5,000 non-qualifiedoptions and 675 RSUs to a Board member. In January 2018, the Company granted 50,000 non-qualified options and 15,000 RSUs to the newly appointed Chief Financial Officer.

In April 2018 (fiscal year 2019), the Company granted 5,000 non-qualified options.

In May 2018 (fiscal year 2019), the Company granted 40,000 options to certain key employees.

In June 2018 (fiscal year 2019), the Company granted an aggregate of 25,000 non-qualified options to the members of the Board of Directors. Also in June 2018, the Company granted an aggregate of 126,000 options, 44,275 time-based RSUs and 38,000 performance-based RSUs to certain officers of the Company, all of which vest over three years. Of the 38,000 performance-based RSUs, 35,657 were earned based upon achievement of fiscal 2019 revenue and operating income targets.

Share-Based Compensation:

Share-based compensation expense has been recognized as follows:


	Years Ended January 31
	2019		2018		2017
(In thousands)
Stock Options	$	783	$	437	$	321
Restricted Stock Awards and Restricted Stock Units		1,088		1,134		685
Employee Stock Purchase Plan		15		12		13

Total	$	1,886	$	1,583	$	1,019

Stock Options:

Aggregated information regarding stock options granted under the plans is summarized below:


	Number of Shares			Weighted- Average Exercise Price Per Share
Options Outstanding, January 31, 2016		657,936		$	11.00
Options Granted		122,000			14.82
Options Exercised		(87,107	)		8.73
Options Forfeited		(4,250	)		13.91
Options Cancelled		(3,123	)		8.95

Options Outstanding, January 31, 2017		685,456		$	11.96
Options Granted		187,189			13.57
Options Exercised		(84,025	)		10.08
Options Forfeited		(18,750	)		14.49
Options Cancelled		(24,600	)		11.76

Options Outstanding, January 31, 2018		745,270		$	12.52
Options Granted		196,000			18.21
Options Exercised		(150,125	)		10.62
Options Forfeited		(16,300	)		15.10
Options Cancelled		(3,700	)		8.95

Options Outstanding, January 31, 2019		771,145		$	14.30

Set forth below is a summary of options outstanding at January 31, 2019:


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
$5.00-10.00		74,981	$	7.72		2.6		74,981	$	7.72		2.6
$10.01-15.00		453,164		13.65		6.8		313,347		13.66		6.3
$15.01-20.00		243,000		17.55		8.9		30,000		15.17		7.5

		771,145	$	14.30		7.0		418,328	$	12.70		5.7

The fair value of each stock option granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	Years Ended January 31
	2019			2018			2017
Risk-Free Interest Rate		2.6	%		1.9	%		1.4	%
Expected Life (years)		9			9			5
Expected Volatility		39.4	%		39.0	%		28.3	%
Expected Dividend Yield		1.5	%		2.0	%		1.9	%

The weighted-average estimated fair value of options granted during fiscal 2019, 2018 and 2017 was $7.43, $4.79 and $3.22, respectively. As of January 31, 2019, there was $1.5 million of unrecognized compensation expense related to the unvested stock options granted under the plans. This expense is expected to be recognized over a weighted-average period of 2.3 years.

As of January 31, 2019, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s common stock on January 31, 2019, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $3.0 million for all exercisable options and $4.4 million for all options outstanding. The total aggregate intrinsic value of options exercised during 2019, 2018 and 2017 was $1.1 million, $0.4 million, and $0.6 million, respectively

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs):

Aggregated information regarding RSUs and RSAs granted under the Plan is summarized below:


	RSAs & RSUs			Weighted-Average Grant Date Fair Value
Outstanding at January 31, 2016		293,088		$	13.02
Granted		24,839			14.89
Vested		(75,133	)		12.05
Forfeited		(28,926	)		11.49

Outstanding at January 31, 2017		213,868		$	14.08
Granted		43,737			13.78
Vested		(71,171	)		14.12
Forfeited		(9,087	)		14.05

Outstanding at January 31, 2018		177,347		$	13.99
Granted		108,790			17.85
Vested		(67,447	)		14.26
Forfeited		(85,023	)		14.17

Outstanding at January 31, 2019		133,667		$	16.90

As of January 31, 2019, there was $1.4 million of unrecognized compensation expense related to unvested RSUs and RSAs. This expense is expected to be recognized over a weighted average period of 1.9 years.

Employee Stock Purchase Plan (ESPP):

AstroNova’s ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows:


	Years Ended January 31
	2019			2018			2017
Shares Reserved, Beginning		39,207			45,224			51,600
Shares Purchased		(5,354	)		(6,017	)		(6,376	)

Shares Reserved, Ending		33,853			39,207			45,224