Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation Plans

v3.21.4
Share-Based Compensation Plans
12 Months Ended
Oct. 31, 2021
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Plans Share-Based Compensation Plans
For fiscal years 2021 and 2020, the Company recognized share-based compensation expense of $2.1 million and $1.4 million, respectively. These expenses are included in Selling, administrative and other operating costs in the Company’s 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 performance stock units (“PSUs”) to certain executives, restricted stock units (“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.

Fiscal 2020 Awards
During fiscal 2020, the Company granted RSUs to executive management and, due to limited share availability under its long-term incentive plan, issued deferred cash awards to certain employees including executive management. The RSUs and cash awards vest in equal annual tranches over three years, provided the employees remain employed with the Company on the applicable vesting date. The grant date fair value for the RSUs is measured using the closing stock price on the grant date and the total grant date fair value was $0.7 million. The deferred cash awards totaled $2.2 million. In addition, due to limited share availability, cash payments in the aggregate amount of $0.4 million were made in lieu of equity awards to non-executive directors of the Company.

Summary of Equity Awards
The following tables summarize the activities related to the Company’s share-based equity awards for the fiscal year ended October 31, 2021 and November 1, 2020:
Number of Weighted Average
Performance Share Units Shares Grant Date Fair Value
Outstanding at November 3, 2019 376,986  $ 3.90 
     Forfeited (40,311) $ 3.38 
     Vested (127,013) $ 4.04 
Outstanding at November 1, 2020 209,662  $ 3.91 
     Granted (a) 444,323  $ 4.19 
     Forfeited (85,107) $ 3.73 
     Vested (69,431) $ 4.04 
Outstanding at October 31, 2021 499,447  $ 4.17 
(a) Includes incremental shares for first tranche of the fiscal 2021 grant based on attainment of the fiscal 2021 Adjusted EBITDA margin percentage goal that will be issued upon vesting.
Number of Weighted Average
Restricted Stock Units Shares Grant Date Fair Value
Outstanding at November 3, 2019 667,082  $ 3.86 
     Granted 625,909  $ 1.09 
     Forfeited (4,387) $ 3.79 
     Vested (312,424) $ 3.90 
Outstanding at November 1, 2020 976,180  $ 2.08 
     Granted 578,577  $ 4.19 
     Forfeited (38,497) $ 3.55 
     Vested (414,470) $ 2.41 
Outstanding at October 31, 2021 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 November 3, 2019 603,484  $ 6.28  6.81 $ — 
Forfeited (60,615) $ 8.22  —  $ — 
     Expired (210,925) $ 6.59  —  $ — 
Outstanding at November 1, 2020 331,944  $ 5.73  6.22 $ — 
    Expired (13,740) $ 6.06  —  $ — 
Outstanding and exercisable at October 31, 2021 318,204  $ 5.71  5.25 $ — 

For the year ended October 31, 2021, there was no exercise of stock options. As of October 31,2021 total unrecognized compensation expense of $3.5 million related to PSUs, stock options and RSUs will be recognized over the remaining weighted average vesting period of 2.0 years, of which $2.5 million, $0.8 million and $0.2 million is expected to be recognized in fiscal 2022, 2023 and 2024, respectively.