Share-Based Compensation | 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 Under the 2015 Plan, each non-employee ten-year non-employee 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 non-employee non-employee 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-qualified non-qualified In April 2018 (fiscal year 2019), the Company granted 5,000 non-qualified 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 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 Weighted- 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 Weighted- Weighted- Number of Weighted- Weighted $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 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 |