Stock Based Compensation | 12. Stock Based Compensation The Company grants stock options, restricted stock and restricted stock units (" RSUs ") to key executives and managerial employees and non-employee directors. Prior to June 30, 2021, the Company had one stock incentive plan, the 2004 Long-Term Incentive Plan of Ennis, Inc., as amended and restated as of May 18, 2008 and was further amended on June 30, 2011 (the " Old Plan "). The Old Plan expired June 30, 2021 and all remaining unused shares expired. Subject to the affirmative vote of the shareholders, the Board adopted the 2021 Long-Term Incentive Plan of Ennis, Inc. (the " New Plan ") on April 16, 2021 authorizing 1,033,648 shares of common stock for awards. The New Plan was approved by the shareholders at the Annual Meeting on July 15, 2021 by a majority vote. The New Plan expires June 30, 2031 and all unissued stock will expire on that date. At November 30, 2024 , the Company has 227,940 shares of unissued common stock reserved under the New Plan for issuance and uses treasury stock to satisfy option exercises and restricted stock awards. The Company recognizes compensation expense for stock options and restricted stock grants based on the grant date fair value of the award for stock options, restricted stock grants and RSUs on a straight-line basis over the requisite service period. The estimated number of shares to be achieved for performance based RSUs is updated each reporting period. For the three months ended November 30, 2024 and November 30, 2023 , the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $ 0.9 million and $ 0.7 million, respectively. For the nine months ended November 30, 2024 and November 30, 2023 , the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $ 3.3 million and $ 2.0 million, respectively. Stock Options The Company had the following stock option activity for the nine months ended November 30, 2024. Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Shares Exercise Contractual Value(a) (exact quantity) Price Life (in years) (in thousands) Outstanding at March 1, 2024 52,500 $ 19.88 10.0 — Granted — — Terminated ( 2,500 ) 19.88 Exercised ( 8,749 ) 19.88 Outstanding at November 30, 2024 41,251 $ 19.88 8.4 $ 59.8 Exercisable at November 30, 2024 7,915 $ 19.88 8.4 $ 11.5 A summary of the status of the Company’s unvested stock options at November 30, 2024 and the changes during the nine months ended November 30, 2024 are presented below: Weighted Average Number Grant Date of Options Fair Value Unvested at March 1, 2024 52,500 2.47 New grants — — Vested ( 17,497 ) 2.47 Forfeited ( 1,667 ) 2.47 Unvested at November 30, 2024 33,336 2.47 As of November 30, 2024 , there was $ 0.1 million of unrecognized compensation cost related to unvested stock options granted under the Plan. The weighted average remaining requisite service period of the unvested stock options was 1.4 years. Restricted Stock The following activity occurred with respect to the Company’s restricted stock awards for the nine months ended November 30, 2024: Weighted Average Number of Grant Date Shares Fair Value Outstanding at March 1, 2024 42,131 $ 20.11 Granted 19,880 23.24 Terminated — — Vested ( 20,344 ) 20.08 Outstanding at November 30, 2024 41,667 $ 21.61 As of November 30, 2024 , the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $ 0.7 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 1.9 years . Restricted Stock Units During the nine months ended November 30, 2024 , 183,457 performance-based RSUs and 122,303 time-based RSUs were granted under the New Plan. The fair value of the time-based RSUs was estimated based on the fair market value of the Company’s stock on the date of grant of $ 19.43 per unit. The fair value of the performance-based RSUs, using a Monte Carlo valuation model, was $ 19.97 per unit. The performance measures include a threshold, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial performance of the Company. The award will be based on the Company’s return on equity, EBITDA and adjusted for the Company’s Relative Shareholder Return as measured against a defined peer group. Holders of RSUs receive cash dividends equal to the dividends we declare and pay on our common stock, which are included in dividends paid in the Condensed Consolidated Financial Statements. The performance-based RSUs vest on the third anniversary from the date of grant and the time-based RSUs vest ratably over three years from the date of grant. The following activity occurred with respect to the Company’s restricted stock units for the nine months ended November 30, 2024: Time-based Performance-based Weighted Weighted Average Average Number of Grant Date Number of Grant Date Shares Fair Value Shares Fair Value Outstanding at March 1, 2024 16,639 $ 20.11 152,572 $ 23.17 Granted (1) 122,303 19.43 238,494 19.97 Change due to vested performance achievement — — 61,337 — Terminated — — — — Vested ( 16,639 ) 20.11 ( 213,909 ) 22.72 Outstanding at November 30, 2024 122,303 $ 19.43 238,494 $ 19.97 (1) The number of shares of time-based grants may, upon vesting, convert 50 % into common stock and the remaining 50 % into two incentive stock options for each RSU with an exercise price equal to the closing price of the Company's stock on that date for employees who have not met their stock ownership requirements. The number of shares of performance-based grants includes an estimate 55,037 of additional RSUs at the maximum achievement level of 130 % of target payout. Actual shares that may be issued can range from 0 % to 130 % of target. As of November 30, 2024, the total remaining unrecognized compensation cost of time-based RSUs was approximatel y $ 1.6 million over a weighted average remaining requisite service period of 2.4 years. As of November 30, 2024 , the total remaining unrecognized compensation of performance-based RSUs was approximately $ 3.2 million over a weighted average remaining requisite service period of 2.4 years. |