DESTINATION XL GROUP, INC. Stock Compensation Disclosure
I. STOCK COMPENSATION PLANS
The Company has one active stock-based compensation plan, which is the Second Amended and Restated 2016 Incentive Compensation Plan (the “2016 Plan”). A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduce the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. At the Company's Annual Meeting of Stockholders held on August 8, 2024, the Company's stockholders approved an increase of 6,150,000 shares authorized for future grant under the 2016 Plan. At January 31, 2026, 21,270,538 shares were authorized under the 2016 Plan, of which 4,068,502 shares remain available for grant.
The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable or otherwise forfeitable unless such award has been outstanding for a minimum period of one year from its date of grant.
Stock Option Activity
The following table summarizes the stock option activity for fiscal 2025:
|
|
Number of |
|
|
Weighted-average |
|
|
Weighted-average |
|
Aggregate |
|
|||
Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding options at beginning of year |
|
|
2,971,460 |
|
|
$ |
0.65 |
|
|
|
|
$ |
6,207 |
|
Options granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
Options forfeited |
|
|
(504 |
) |
|
|
5.43 |
|
|
|
|
|
— |
|
Options expired |
|
|
(6,639 |
) |
|
|
5.30 |
|
|
|
|
|
— |
|
Options exercised |
|
|
(3,025 |
) |
|
|
0.69 |
|
|
|
|
|
3 |
|
Outstanding options at end of year |
|
|
2,961,292 |
|
|
$ |
0.64 |
|
|
4.6 yrs. |
|
$ |
263 |
|
Options exercisable at end of year |
|
|
2,961,292 |
|
|
$ |
0.64 |
|
|
4.6 yrs. |
|
$ |
263 |
|
Non-Vested Share Activity
The following table summarizes activity for non-vested shares for fiscal 2025:
|
|
RSUs (1) |
|
|
Deferred |
|
|
Performance share |
|
|
Fully-vest |
|
|
Total number |
|
|
Weighted-average |
|
||||||
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Outstanding non-vested shares at beginning of year |
|
|
761,081 |
|
|
|
479,700 |
|
|
|
573,000 |
|
|
|
— |
|
|
|
1,813,781 |
|
|
$ |
3.41 |
|
Shares granted |
|
|
1,714,473 |
|
|
|
109,657 |
|
|
|
— |
|
|
|
213,729 |
|
|
|
2,037,859 |
|
|
$ |
1.45 |
|
Shares forfeited |
|
|
(248,719 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(248,719 |
) |
|
$ |
2.45 |
|
Shares expired |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Shares vested/issued |
|
|
(981,833 |
) |
|
|
— |
|
|
|
— |
|
|
|
(213,729 |
) |
|
|
(1,195,562 |
) |
|
$ |
1.97 |
|
Outstanding non-vested shares at end of year |
|
|
1,245,002 |
|
|
|
589,357 |
|
|
|
573,000 |
|
|
|
— |
|
|
|
2,407,359 |
|
|
$ |
2.56 |
|
Vested and expected to vest at end of year |
|
|
1,245,002 |
|
|
|
589,357 |
|
|
|
— |
|
|
|
— |
|
|
|
1,834,359 |
|
|
$ |
2.05 |
|
Non-Employee Director Compensation Plan
The Company's Seventh Amended and Restated Non-Employee Director Compensation Plan, as amended, the "Non-Employee Director Compensation Plan," provides a convenient method for its non-employee directors to acquire shares of the Company’s common stock at fair market value by voluntarily electing to receive shares of common stock in lieu of cash for service as a director.
The Non-Employee Director Compensation Plan requires a minimum equity ownership requirement which requires each director to receive at least 60% of their annual retainers in shares of common stock until the value of their equity ownership is equal to at least three times the annual retainer. Any shares issued to satisfy the minimum equity ownership were granted from the 2016 Plan. All other shares were granted under the Non-Employee Director Compensation Plan.
The following shares of common stock, with the respective fair value, were issued from the Non-Employee Director Compensation Plan to its non-employee directors as compensation for fiscal 2025, fiscal 2024 and fiscal 2023:
|
|
Number of shares of |
|
|
Fair value of |
|
||
Fiscal 2025 |
|
|
74,592 |
|
|
$ |
107,115 |
|
Fiscal 2024 |
|
|
42,609 |
|
|
$ |
139,987 |
|
Fiscal 2023 |
|
|
59,532 |
|
|
$ |
301,578 |
|
At January 31, 2026, 517,333 shares remained available for grant under the Non-Employee Director Compensation Plan.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 19, 2026 | Showing above |
| 2025 | Mar 20, 2025 | |
| 2024 | Mar 21, 2024 | |
| 2023 | Mar 16, 2023 | |
| 2022 | Mar 17, 2022 | |
| 2021 | Mar 19, 2021 | |
| 2020 | Mar 19, 2020 | |
| 2019 | Mar 22, 2019 | |
| 2018 | Mar 23, 2018 | |
| 2017 | Mar 20, 2017 | |
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.