ABERCROMBIE & FITCH CO /DE/ANF
ABERCROMBIE & FITCH CO /DE/ Stock Compensation Disclosure
SHARE-BASED COMPENSATION
Plans
As of February 1, 2025, the Company had two primary share-based compensation plans: (i) the 2016 Directors LTIP, with 900,000 shares of Common Stock authorized for issuance, under which the Company is authorized to grant restricted stock, restricted stock units, stock appreciation rights, stock options and deferred stock awards to non-associate members of the Board of Directors; and (ii) the 2016 Associates LTIP, with 10,965,000 shares of Common Stock authorized for issuance, under which the Company is authorized to grant restricted stock, restricted stock units, performance share awards, stock appreciation rights and stock options to associates of the Company. The Company also has outstanding shares from two other share-based compensation plans under which the Company granted restricted stock units, performance share awards, stock appreciation rights and stock options to associates of the Company and restricted stock units, stock options and deferred stock awards to non-associate members of the Board of Directors in prior years. No new shares may be granted under these previously-authorized plans and any outstanding awards continue in effect in accordance with their respective terms.
The 2016 Directors LTIP, a stockholder-approved plan, permits the Company to annually grant awards to non-associate directors, subject to the following limits:
•For non-associate directors: awards with an aggregate fair market value on the date of the grant of no more than $300,000;
•For the non-associate director occupying the role of Non-Executive Chairperson of the Board (if any): additional awards with an aggregate fair market value on the date of grant of no more than $500,000; and
•For the non-associate director occupying the role of Executive Chairperson of the Board (if any): additional awards with an aggregate fair market value on the date of grant of no more than $2,500,000.
Under the 2016 Directors LTIP, restricted stock units are subject to a minimum vesting period ending no sooner than the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders held after the grant date. Any stock appreciation rights or stock options granted under this plan have the same minimum vesting period requirements as restricted stock units and, in addition, must have a term that does not exceed a period of ten years from the grant date, subject to forfeiture under the terms of the 2016 Directors LTIP.
The 2016 Associates LTIP, a stockholder-approved plan, permits the Company to annually grant one or more types of awards covering up to an aggregate for all awards of 1.0 million underlying shares of the Common Stock to any associate of the Company. Under the 2016 Associates LTIP, for restricted stock units that have performance-based vesting, performance must be measured over a period of at least one year and for restricted stock units that do not have performance-based vesting, vesting in full may not occur more quickly than in pro-rata installments over a period of three years from the date of the grant, with the first installment vesting no sooner than the first anniversary of the date of the grant. In addition, any stock options or stock appreciation rights granted under this plan must have a minimum vesting period of one year and a term that does not exceed a period of ten years from the grant date, subject to forfeiture under the terms of the 2016 Associates LTIP.
Each of the 2016 Directors LTIP and the 2016 Associates LTIP provides for accelerated vesting of awards if there is a change of control and certain other conditions specified in each plan are met.
Financial Statement Impact
The following table details share-based compensation expense and the related income tax benefit for Fiscal 2024, Fiscal 2023 and Fiscal 2022:
| (in thousands) | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | ||||||||||||||
| Share-based compensation expense | $ | 38,667 | $ | 40,122 | $ | 28,995 | |||||||||||
Income tax benefit associated with share-based compensation expense recognized during the period | 5,117 | 4,350 | 3,515 | ||||||||||||||
The following table details discrete income tax benefits and charges related to share-based compensation awards during Fiscal 2024, Fiscal 2023 and Fiscal 2022:
| (in thousands) | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | ||||||||||||||
Income tax discrete benefits realized for tax deductions related to the issuance of shares during the period | $ | 19,474 | $ | 2,709 | $ | 1,956 | |||||||||||
| Income tax discrete charges realized upon cancellation of stock appreciation rights during the period | — | (101) | (226) | ||||||||||||||
Total income tax discrete benefits related to share-based compensation awards | $ | 19,474 | $ | 2,608 | $ | 1,730 | |||||||||||
The following table details the amount of employee tax withheld by the Company upon the issuance of shares associated with restricted stock units vesting and the exercise of stock appreciation rights for the Fiscal 2024, Fiscal 2023 and Fiscal 2022:
| (in thousands) | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | ||||||||||||||
Employee tax withheld upon issuance of shares (1) | $ | 70,208 | $ | 29,485 | $ | 14,464 | |||||||||||
(1) Classified within other financing activities on the Consolidated Statements of Cash Flows.
Restricted Stock Units
The following table summarizes activity for restricted stock units for Fiscal 2024:
| Service-based Restricted Stock Units | Performance-based Restricted Stock Units | Market-based Restricted Stock Units | |||||||||||||||||||||||||||||||||
| Number of Underlying Shares | Weighted- Average Grant Date Fair Value | Number of Underlying Shares (1) | Weighted- Average Grant Date Fair Value | Number of Underlying Shares (1) | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
Unvested at February 3, 2024 | 1,886,085 | $ | 27.12 | 521,212 | $ | 30.03 | 260,619 | $ | 43.90 | ||||||||||||||||||||||||||
| Granted | 241,183 | 123.15 | 53,775 | 120.56 | 26,895 | 180.71 | |||||||||||||||||||||||||||||
| Change due to performance criteria achievement | — | — | 150,446 | 32.10 | 75,227 | 50.34 | |||||||||||||||||||||||||||||
| Vested | (876,699) | 25.02 | (300,892) | 32.10 | (150,454) | 50.34 | |||||||||||||||||||||||||||||
| Forfeited | (77,384) | 35.95 | — | — | — | — | |||||||||||||||||||||||||||||
Unvested at February 1, 2025 (1) | 1,173,185 | $ | 47.95 | 424,541 | $ | 40.76 | 212,287 | $ | 58.95 | ||||||||||||||||||||||||||
(1) Unvested shares related to restricted stock units with performance-based and market-based vesting conditions are reflected at 100% of their target vesting amount in the table above. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can be achieved at up to 200% of their target vesting amount.
The following table details unrecognized compensation cost and the remaining weighted-average period over which these costs are expected to be recognized for restricted stock units as of February 1, 2025:
| (in thousands) | Service-based Restricted Stock Units | Performance-based Restricted Stock Units | Market-based Restricted Stock Units | ||||||||||||||
| Unrecognized compensation cost | $ | 36,477 | $ | 13,983 | $ | 5,211 | |||||||||||
| Remaining weighted-average period cost is expected to be recognized (years) | 0.9 | 0.9 | 0.9 | ||||||||||||||
Additional information pertaining to restricted stock units for Fiscal 2024, Fiscal 2023 and Fiscal 2022 follows:
| (in thousands) | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | ||||||||||||||
| Service-based restricted stock units: | |||||||||||||||||
| Total grant date fair value of awards granted | $ | 29,702 | $ | 26,237 | $ | 28,878 | |||||||||||
| Total grant date fair value of awards vested | 21,935 | 23,326 | 16,794 | ||||||||||||||
| Total intrinsic value of awards vested | 115,768 | 44,110 | 28,037 | ||||||||||||||
| Performance-based restricted stock units: | |||||||||||||||||
| Total grant date fair value of awards granted | 6,483 | 6,300 | 5,600 | ||||||||||||||
| Total grant date fair value of awards vested | 9,659 | — | 4,482 | ||||||||||||||
Total intrinsic value of awards vested | 39,670 | — | 6,468 | ||||||||||||||
| Market-based restricted stock units: | |||||||||||||||||
| Total grant date fair value of awards granted | 4,860 | 4,576 | 3,852 | ||||||||||||||
| Total grant date fair value of awards vested | 7,574 | 16,040 | 4,105 | ||||||||||||||
| Total intrinsic value of awards vested | 19,836 | 24,890 | 3,768 | ||||||||||||||
The weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during Fiscal 2024, Fiscal 2023 and Fiscal 2022 were as follows:
| Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | |||||||||||||||
| Grant date market price | $ | 120.56 | $ | 28.36 | $ | 30.24 | |||||||||||
| Fair value | 180.71 | 41.20 | 41.60 | ||||||||||||||
| Assumptions: | |||||||||||||||||
| Price volatility | 59 | % | 63 | % | 66 | % | |||||||||||
| Expected term (years) | 2.9 | 2.9 | 2.8 | ||||||||||||||
| Risk-free interest rate | 4.3 | % | 4.6 | % | 2.5 | % | |||||||||||
| Dividend yield | — | — | — | ||||||||||||||
| Average volatility of peer companies | 51.8 | % | 66.0 | % | 72.3 | % | |||||||||||
| Average correlation coefficient of peer companies | 0.4866 | 0.5295 | 0.515 | ||||||||||||||
Stock Appreciation Rights
The following table summarizes stock appreciation rights activity for Fiscal 2024:
| Number of Underlying Shares | Weighted-Average Exercise Price | Aggregate Intrinsic Value | Weighted-Average Remaining Contractual Life (years) | ||||||||||||||||||||
| Outstanding at February 3, 2024 | 25,600 | $ | 29.29 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (25,600) | 29.29 | |||||||||||||||||||||
| Forfeited or expired | — | — | |||||||||||||||||||||
| Outstanding at February 1, 2025 | — | $ | — | $ | — | 0.0 | |||||||||||||||||
| Stock appreciation rights exercisable at February 1, 2025 | — | $ | — | $ | — | 0.0 | |||||||||||||||||
The following table provides additional information pertaining to grant date fair value of awards exercised during Fiscal 2024, Fiscal 2023 and Fiscal 2022:
| (in thousands) | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | ||||||||||||||
| Total grant date fair value of awards exercised | $ | 267 | $ | 1,409 | $ | — | |||||||||||
No stock appreciation rights were exercised during Fiscal 2022.
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation,” for discussion regarding significant accounting policies related to share-based compensation.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.