Share-Based Compensation Plans

3 Months Ended

Jan. 30, 2022

Share-based Payment Arrangement [Abstract]

For the three months ended January 30, 2022 and January 31, 2021, the Company recognized share-based compensation expense of $0.8 million and $0.2 million, respectively. These expenses are included in Selling, administrative and other operating costs in the Company’s Condensed Consolidated Statements of Operations.

2021 Equity Incentive Plan

On April 20, 2021, the stockholders of the Company approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of (1) stock options, including incentive stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) performance awards and (6) other awards valued in whole or in part by reference to or otherwise based on our common stock (as defined in the 2021 Plan). Subject to adjustment as provided in the 2021 Plan, up to an aggregate of 3,700,000 shares of the Company’s common stock will be available for awards under the 2021 Plan, plus any shares under the Company’s 2019 and 2015 Equity Incentive Plans that rollover, are forfeited or otherwise become available for awards under the 2021 Plan.

Fiscal 2021 Awards

During the third quarter of fiscal 2021, the Company granted PSUs to certain executives, RSUs to certain employees including executive management and RSUs to the Board of Directors.

The PSUs are eligible to vest in three equal tranches at the end of each performance period. Vesting of the PSUs is dependent on the achievement of the adjusted Earnings Before Interest, Taxes, Depreciation and Amortization margin percentage goals based on adjusted revenues at the end of each fiscal year of the one-year, two-year and three-year performance periods and provided that the employees remain employed with the Company on the applicable vesting date. The payout percentages can range from 0% to 150%. The employee RSUs are time-vested and vest in equal annual tranches over three years, provided that the employees remain employed with the Company on the applicable vesting date. The Board of Director RSUs vest one year from the grant date provided that the director provides continued service through the vesting date. The grant date fair value for the PSUs and RSUs is measured using the closing stock price on the grant date. The PSUs and RSUs had a total grant date fair value of approximately $1.6 million and $2.4 million, respectively.

Summary of Equity Awards

The following tables summarize the activities related to the Company’s share-based equity awards for the three months ended January 30, 2022:


Performance Share Units	Number of	Weighted Average
	Shares	Grant Date Fair Value
Outstanding at October 31, 2021	499,447	$4.17
Forfeited	(5,843)	$4.04

Outstanding at January 30, 2022	493,604	$4.17

Restricted Stock Units

Number of

Weighted Average

Grant Date Fair Value

Outstanding at October 31, 2021 and January 30, 2022

1,101,790

$3.01


Stock Options	Number of Shares	Weighted Average Exercise Price	Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)

Outstanding at October 31, 2021	318,204	$5.71	5.25	$—

Outstanding and Exercisable at January 30, 2022	318,204	$5.71	5.00	$—

For the three months ended January 30, 2022, there was no exercise of stock options. As of January 30, 2022, total unrecognized compensation expense of $2.7 million related to PSUs and RSUs will be recognized over the remaining weighted average vesting period of 1.8 years of which $1.6 million, $0.8 million and $0.3 million are expected to be recognized in fiscal 2022, 2023 and 2024, respectively.

VOLT INFORMATION SCIENCES, INC. 10-Q