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Share-Based Compensation Plans and Capital Stock Transactions
 12 Months Ended
Jan. 29, 2022
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Plans and Capital Stock Transactions SHARE-BASED COMPENSATION PLANS AND CAPITAL STOCK TRANSACTIONS:
General
In June 2020, the shareholders approved the 2020 Omnibus Stock and Incentive Plan (“the 2020 Omnibus Plan”), which replaced the Chico’s FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan. The aggregate number of shares of our common stock that may be issued under the 2020 Omnibus Plan is 11.3 million shares plus any shares represented by awards granted under prior plans that are forfeited, expired or canceled without delivery of shares. Awards under the 2020 Omnibus Plan may be in the form of restricted stock, restricted stock units, performance-based restricted stock, performance-based stock units, stock options and stock appreciation rights, in accordance with the terms and conditions of the 2020 Omnibus Plan. The terms of each award will be determined by the Human Resources, Compensation and Benefits Committee of the Board of Directors or by the Board of Directors.
We have historically issued restricted stock, including non-vested restricted stock, performance-based stock units and stock options. Shares of non-vested restricted stock granted prior to fiscal 2020 have the same voting rights as common stock, are entitled to receive dividends and other distributions, and are considered to be currently issued and outstanding. Shares of restricted stock granted after fiscal 2019 have the same voting rights as common stock, are entitled to dividend equivalents only to the extent they have met their specific service conditions and are considered to be currently issued and outstanding. The Company's performance-based stock units are subject to vesting conditions, including meeting specified annual Company performance objectives. Under the annual PSU grants in March 2021, each performance based award recipient could vest 0% to 175% of the target shares granted contingent on the achievement of the Company's financial performance metrics. Performance-based stock units are entitled to dividend equivalents only to the extent the specific performance goals are met and are entitled to voting rights only upon the issuance of shares after meeting these specific performance goals. Generally, share-based awards vest evenly over three years or cliff-vest after a three-year period; stock options generally have a 10-year term. As of January 29, 2022, approximately 8.1 million shares remain available for future grants of share-based awards assuming all awards will vest 100% of the target shares granted.
    Share-based compensation expense for all awards is based on the grant date fair value of the award, net of estimated forfeitures, and is recognized over the requisite service period of the awards. Compensation expense for restricted stock awards and stock options with a service condition is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-based awards with a service condition is recognized ratably for each vesting tranche based on our estimate of the level and likelihood of meeting certain Company-specific performance goals. We estimate the expected forfeiture rate for all share-based awards, and only recognize expense for those shares expected to vest. In determining the portion of the share-based payment award that is ultimately expected to be earned, we derive forfeiture rates based on historical data. In accordance with the authoritative guidance, we revise our forfeiture rates, when necessary, in subsequent periods if actual forfeitures differ from those originally estimated. Total compensation expense related to share-based awards in fiscal 2021, 2020 and 2019 was $12.0 million, $7.1 million and $7.1 million, respectively. The total tax benefit associated with share-based compensation for fiscal 2021, 2020 and 2019 was $3.1 million, $1.8 million and $1.8 million, respectively.
Restricted Stock Awards
Restricted stock awards vest in equal annual installments over a three-year period from the date of grant, except for a restricted stock award granted to our then Chief Executive Officer (“CEO”) and President in fiscal 2019, which vests over a four-year period from the date of grant, and restricted stock awards granted in March 2021, which vest 50% one year from the date of grant, 30% two years from the date of grant and 20% three years from the date of grant.
Restricted stock award activity for fiscal 2021 was as follows:
Number of
Shares		Weighted
Average Grant
Date Fair
Value
Unvested, beginning of period3,419,645 $3.75 
Granted3,754,741 2.98 
Vested(1,516,749)4.02 
Forfeited(517,397)2.95 
Unvested, end of period5,140,240 3.18 
Total fair value of shares of restricted stock awards that vested during fiscal 2021, 2020 and 2019 was $6.2 million, $3.3 million and $6.7 million, respectively. The weighted average grant date fair value of restricted stock awards granted during fiscal 2021, 2020 and 2019 was $2.98, $3.37 and $4.22, respectively. As of January 29, 2022, there was $8.4 million of unrecognized share-based compensation expense related to non-vested restricted stock awards. That cost is expected to be recognized over a weighted average remaining period of approximately 1.7 years.
Restricted Stock Units
Restricted stock units vest 100% one year from the date of grant with certain rights to defer settlement in shares of our common stock, except for restricted stock units granted in March 2021, which vest 50% one year from the date of grant, 30% two years from the date of grant and 20% three years from the date of grant.
Restricted stock unit activity for fiscal 2021 was as follows:
Number of
Shares		Weighted
Average
Grant Date
Fair Value
Unvested, beginning of period163,930 $2.49 
Granted500,000 2.56 
Vested(16,580)8.75 
Forfeited— — 
Unvested, end of period647,350 2.38 
Total fair value of shares of restricted stock units that vested during fiscal 2021 and 2020 was $0.1 million and $0.02 million, respectively. The weighted average grant date fair value of restricted stock units granted during fiscal 2021 and 2020 was $2.56 and $1.25, respectively. As of January 29, 2022, there was $0.6 million of unrecognized share-based compensation expense related to non-vested restricted stock units. That cost is expected to be recognized over a weighted average remaining period of approximately 2.1 years.
Performance-based Stock Units
For fiscal 2021, we granted PSUs contingent upon the achievement of Company-specific performance goals during the three fiscal years 2021 through 2023. Any units earned as a result of the achievement of the performance goals of the PSUs will cliff vest three years from the date of grant and will be settled in shares of our common stock.
Performance-based stock unit activity for fiscal 2021 was as follows:
Number of
Units/Shares		Weighted
Average Grant
Date Fair
Value
Unvested, beginning of period2,782,457 $2.04 
Granted1,171,170 2.67 
Vested— — 
Forfeited(219,420)2.00 
Unvested, end of period3,734,207 2.24 
Total fair value of performance-based stock units that vested during fiscal 2021, 2020 and 2019 was $0.0 million, $0.1 million and $1.4 million, respectively. The weighted average grant date fair value of PSUs granted during fiscal 2021, 2020 and 2019 was $2.67, $2.49 and $2.87, respectively. As of January 29, 2022, there was $3.2 million of unrecognized share-based compensation expense related to non-vested PSUs. That cost is expected to be recognized over a weighted average period of approximately 1.9 years.
Employee Stock Purchase Plan
At the 2021 Annual Meeting, shareholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) under which substantially all full-time employees are given the right to purchase shares of our common stock during each of the four specified offering periods each fiscal year at a price equal to 85 percent of the value of the stock immediately prior to the beginning of each offering period. During fiscal 2021, 2020 and 2019, approximately 14 thousand, 245 thousand and 354 thousand shares, respectively, were purchased under the ESPP. Cash received from purchases under the ESPP for fiscal 2021 was $0.1 million.
Share Repurchase Program
In November 2015, we announced a $300 million share repurchase authorization for the Company's common stock. We did not repurchase any of the Company's common stock during fiscal 2021, 2020 and 2019. As of January 29, 2022, $55.2 million remains under the share repurchase program. However, we have no continuing obligation to repurchase shares under this authorization, and the timing, actual number and value of any additional shares to be purchased will depend on the performance of our stock price, market conditions and other considerations.