Share-Based Compensation

9 Months Ended

Oct. 29, 2022

Share-Based Payment Arrangement [Abstract]

The following summarizes the share-based compensation expense recognized under all of the Company’s stock plans (in thousands):


	Three Months Ended				Nine Months Ended
	Oct 29, 2022		Oct 30, 2021		Oct 29, 2022		Oct 30, 2021
Stock options	$	706	$	862	$	2,018	$	2,676
Stock awards/units	5,129		5,311		14,353		12,221
Employee Stock Purchase Plan	33		33		176		171
Total share-based compensation expense	$	5,868	$	6,206	$	16,547	$	15,068

Unrecognized compensation cost related to nonvested stock options and nonvested stock awards/units totaled approximately $1.5 million and $27.5 million, respectively, as of October 29, 2022. This cost is expected to be recognized over a weighted average period of 1.6 years.

Grants

On June 3, 2022, the Company made a grant of 451,830 nonvested stock units to certain of its executive employees. These nonvested stock units are subject to certain performance-based or market-based vesting conditions.

Annual Grants

On May 10, 2022, the Company made an annual grant of 503,960 nonvested stock awards/units to its employees.

Performance-Based Awards

The Company has granted certain nonvested stock units subject to performance-based vesting conditions to select executive officers. Each award of nonvested stock units generally has an initial vesting period from the date of the grant through either (i) the end of the first fiscal year or (ii) the first anniversary of the date of grant, followed by annual vesting periods which may range from two-to-three years.

The following summarizes the activity for nonvested performance-based units during the nine months ended October 29, 2022:


	Number of Units	Weighted Average Grant Date Fair Value
Nonvested at January 29, 2022	643,813	$	18.78
Granted	294,985	20.34
Vested	(314,453)	17.31
Forfeited	(11,718)	26.40
Nonvested at October 29, 2022	612,627	$	20.14

Market-Based Awards

The Company has granted certain nonvested stock units subject to market-based vesting conditions to select executive officers. These market-based awards include (i) units where the number of shares that may ultimately vest will equal 0% to 150% of the target number of shares, subject to the performance of the Company’s total stockholder return (“TSR”) relative to the TSR of a select group of peer companies over a three-year period and (ii) units scheduled to vest based on the attainment of certain absolute stock price levels over a four-year period. Vesting is also subject to continued service requirements through the vesting date.

The following summarizes the activity for nonvested market-based units during the nine months ended October 29, 2022:


	Number of Units	Weighted Average Grant Date Fair Value
Nonvested at January 29, 2022	877,813	$	14.22
Granted	156,845	14.66
Vested	—	—
Forfeited	(87,871)	9.39
Nonvested at October 29, 2022	946,787	$	14.75

On April 22, 2022, the Company’s stockholders approved an amendment and restatement of the Guess?, Inc. 2004 Equity Incentive Plan (the “2004 Plan”). The amendment and restatement of the 2004 Plan (a) increased the aggregate number of shares of the Company’s common stock available for award grants under the 2004 Plan by 680,000 shares (from 29,100,000 shares to 29,780,000 shares), (b) changed the ratio at which a “Full-Value Award” (any award granted under the 2004 Plan other than a stock option or stock appreciation right) counts against the total share limit under the 2004 Plan from 3.54 shares for every one share actually issued in connection with such award to 1.6 shares for every one share actually issued in connection with such award, (c) extended the Company’s ability to grant new awards under the 2004 Plan through March 26, 2032, and (d) made members of the Company’s Board of Directors who are not employees of the Company or any of its subsidiaries eligible to receive award grants under the 2004 Plan.