HOOKER FURNISHINGS Corp Stock Compensation Disclosure

NOTE 14 – SHARE-BASED COMPENSATION

 

Our Stock Incentive Plan permits incentive awards of restricted stock, restricted stock units, stock appreciation rights and performance grants to key employees. The Stock Incentive Plan also provides for annual restricted stock awards to non-employee directors. We have issued restricted stock awards to our non-employee directors since January 2006 and certain other management employees since 2014. The Company’s 2024 Amendment and Restatement of the Hooker Furnishings Corporation Stock Incentive Plan (the “2024 Plan”) was approved by shareholders on June 4, 2024 at the annual shareholders meeting. The 2024 plan preserves key elements and historical award practices, while reserving 900,000 new shares of the Company’s common stock.

 

We account for restricted stock awards as “non-vested equity shares” until the awards vest or are forfeited. Restricted stock awards to non-employee directors and certain other management employees vest if the director/employee remains on the board/employed generally over 1 to 3 years. Annual restricted stock awards for non-employee directors do not vest unless the director remains in service to the next annual meeting following annual shareholder meeting. The fair value of each share of restricted stock is the market price of our common shares on the grant date.

 

We have awarded time-based restricted stock units to certain senior executives since 2011. Each restricted stock unit, or “RSU”, entitles the executive to receive one share of the Company’s common stock if he or she remains continuously employed with the Company through the end of a three-year service period. Under the 2024 Plan, each RSU grant vests one-third annually on the anniversary date, provided the executive officer remains continuously employed with the Company through each vesting date. The RSUs may be paid in shares of the Company’s common stock, cash or both, at the discretion of the Compensation Committee. The RSUs are accounted for as “non-vested stock grants.” Similar to the restricted stock grants issued to our non-employee directors, RSU compensation expense is recognized ratably over the applicable service period. However, unlike restricted stock grants, no shares are issued, or other payment made, until the end of the applicable vesting date (commonly referred to as “cliff vesting”). Historically, grantees are not entitled to receive dividends on their RSUs during that time. The fair value of each RSU is the market price of a share of our common stock on the grant date, reduced by the present value of the dividends expected to be paid on a share of our common stock during the applicable service period, discounted at the appropriate risk-free rate. Under the 2024 Plan, dividends declared on unvested RSU awards accumulate in cash and are paid out only upon vesting of the underlying shares.

 

We have issued Performance-based Restricted Stock Units (“PSUs”) to our named executive officers since fiscal 2019. Each PSU entitles the executive officer to receive one share of our common stock based on the achievement of two specified performance conditions if the executive officer remains continuously employed through the end of the three-year performance period. Historically, one target is based on our annual average growth in our EPS over the performance period and the other target is based on EPS growth over the performance period compared to our peers. For the PSU issued under the 2024 Plan, one target is the Company’s absolute EPS compound annual growth rate and the other target is the relative Total Shareholder Return as measured against the Company’s compensation peer group. The payout or settlement of the PSUs will be made in shares of our common stock. Dividends declared on unvested PSU awards accumulate in cash and are paid out only upon vesting of the underlying shares.

 

Share-based compensation expense related to restricted stock, RSU and PSU is included in the selling and administrative expenses on the consolidated statements of operations. The following tables summarize stock awards activity, including the number and weighted-average grant-date fair value, compensation expense recognized, unrecognized compensation expenses, and weighted-average vesting periods of the unvested shares for each grant as of February 1, 2026 (values are in thousands; number of shares and per-share amounts are in whole numbers):

 

		Time-based Restricted Stock								Time-Based RSU								Performance-Based PSU
		Number of Shares				Weighted-Average Grant Date Fair Value per share				Number of Shares				Weighted-Average Grant Date Fair Value per share				Number of Shares				Weighted-Average Grant Date Fair Value per share
Awards outstanding at January 29, 2023			132,304				19.33				37,765				19.79				63,204				23.20
Granted			101,685				18.43				18,676				16.19				45,552				18.73
Vested			(46,244	)			15.71				(9,052	)			12.01				-				-
Forfeited			(5,960	)			21.36				-				-				(16,479	)			37.20
Awards outstanding at January 28, 2024			181,785				19.68				47,389				19.86				92,277				18.49
Granted			68,413				18.30				39,644				21.77				39,644				17.15
Vested			(61,182	)			21.69				(21,987	)			25.16				-				-
Assumed			-				-				-				-				(8,313	)			**
Forfeited			(37,599	)			19.42				(9,322	)			20.47				(64,633	)			18.19
Awards outstanding at February 2, 2025			151,417			$	18.30				55,724			$	19.05				58,975			$	17.94
Granted			95,728				10.51				60,498				13.05				60,499				13.05
Vested			(68,784	)			16.74				(23,133	)			18.36				-				-
Forfeited			(38,577	)			15.27				(14,180	)			15.64				(43,390	)			17.41
Awards outstanding at February 1, 2026			139,784			$	14.57				78,909			$	15.27				76,084			$	14.35

		52 week ended February 1, 2026				53 week ended February 2, 2025				52 week ended January 28, 2024
Time-based Restricted Stock
Grant date fair value of awards vested		$	1,152			$	1,327			$	727
Stock based compensation expense			800				1,121				1,398
Time-based RSU
Grant date fair value of awards vested			425				553				109
Stock based compensation expense			457				472				304
Performance-based PSU
Grant date fair value of awards vested			-				-				-
Stock based compensation expense		$	(150	)		$	(239	)		$	160

 

As of		February 1, 2026				February 2, 2025				January 28, 2024
Time-based Restricted Stock
Unrecognized compensation cost		$	723			$	1,106			$	1,705
Weighted-average remaining period			1.5				1.6				1.7
Time-based RSU
Unrecognized compensation cost		$	666			$	556			$	355
Weighted-average remaining period			1.8				2.0				1.7
Performance-based PSU
Unrecognized compensation cost		$	630			$	394			$	853
Weighted-average remaining period			1.9				1.5				1.7