Note 12 - Stock Incentive Plans

12 Months Ended

Feb. 01, 2025

Share-Based Payment Arrangement [Text Block]

(12)	Stock Incentive Plans

In 2017, the Company adopted the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan (the "2017 Plan").

On April 14, 2020, the Board of Directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”) adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”). On June 11, 2020, at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the 2020 Incentive Plan. On April 11, 2023, the Board adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the “Restated 2020 Incentive Plan”). On June 8, 2023, at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Restated 2020 Incentive Plan. The Restated 2020 Incentive Plan, which is administered by the Compensation and Development Committee of the Board, permits the grant of stock options (including both incentive and non-qualified stock options), stock appreciation rights, other stock-based awards, including restricted stock and restricted stock units, cash-based awards, and performance awards pursuant to the terms of the Restated 2020 Incentive Plan. The Restated 2020 Incentive Plan will terminate on April 11, 2033, unless earlier terminated by the Board. The total number of shares of the Company’s common stock authorized for issuance under the Restated 2020 Incentive Plan increased by 800,000 to a maximum of 1,800,000 since its inception as the 2020 Incentive Plan, subject to customary capitalization adjustments, substitutions of acquired company awards and certain additions of acquired company plan shares, plus shares that are subject to outstanding awards made under the 2017 Plan that on or after April 14, 2020 may be forfeited, expire or be settled for cash.

For the years ended February 1, 2025, February 3, 2024 and January 28, 2023, Selling, general and administrative expense included stock-based compensation expense of $2.2 million, $2.1 million and $2.6 million, respectively. As of February 1, 2025, there was $2.7 million of total unrecognized compensation expense related to unvested stock awards which is expected to be recognized over a weighted-average period of 1.6 years. Future total shares available for options, non-vested stock and restricted stock grants were 857,838, 1,010,666 and 186,624 at the end of 2024, 2023 and 2022, respectively.

(a)

Stock Options

The following table is a summary of the balance and activity for the Plans related to stock options for the periods presented:

	*Options*
	*Shares*			*Weighted Average Exercise Price*		*Weighted Average Remaining Contractual Term*		*Aggregate Intrinsic Value (in millions)*
Outstanding, January 28, 2023		177,519			14.20
Granted		-			-
Exercised		(165,144	)		13.93
Expired		-			-
Canceled or expired		-			-
Outstanding, February 3, 2024		12,375		$	17.84		1.5	$	0.1

Granted
Exercised		(12,375	)		17.84
Expired
Canceled or expired
Outstanding, February 1, 2025		-		$	-		-	$	-

Options Exercisable as of:
February 1, 2025		-		$	-		-	$	-

There were no stock options granted during fiscal 2024, 2023 or 2022. The expense recorded related to options granted was determined using the Black-Scholes option pricing model and the provisions of SAB 107 and 110, which allow the use of a simplified method to estimate the expected term of “plain vanilla” options.

The total grant date fair value of options exercised in fiscal 2024 was $0.1 million and the total intrinsic value was $0.1 million. The total grant date fair value of options exercised in fiscal 2023 was $1.2 million and the total intrinsic value was $1.2 million. The Company generally issues new shares to satisfy option exercises.

(b)

Restricted Stock

The Company granted restricted stock awards that typically vest over a one to three-year period. Recipients of time-based restricted stock awards have the right to vote and receive dividends as to all unvested shares, however, the receipt of such dividends is contingent on such time-based awards vesting. Recipients of performance-based restricted stock awards have the right to vote and receive dividends upon satisfaction of the performance criteria and certain of these awards’ dividend rights are also subject to time-based vesting. The following table is a summary of the balance and activity for the Plans related to unvested time-based and performance-based restricted stock granted as compensation to employees and directors for the periods presented:

	*Time-Based Restricted Stock*					*Performance-Based Restricted Stock*
	*Shares*			*Weighted Average Grant Date Fair Value*		*Shares*			*Weighted Average Grant Date Fair Value*
Outstanding, January 28, 2023		287,983		$	8.78		295,048		$	8.13
Granted		65,759			23.52		65,254			24.75
Vested		(208,621	)		7.20		(215,130	)		2.78
Adjusted for performance achievement		-			-		57,756			2.78
Canceled or expired		(22,512	)		16.10		(17,846	)		20.31
Outstanding, February 3, 2024		122,609			18.02		185,082		$	17.37

Granted		59,823			27.18		64,619			27.61
Vested		(81,561	)		15.87		(106,190	)		8.24
Adjusted for performance achievement							53,095			8.24
Canceled or expired		(3,333	)		24.75		(3,333	)		24.75
Outstanding, February 1, 2025		97,538		$	25.21		193,273		$	23.17

In fiscal 2024, the Committee awarded three-year performance-based restricted stock, established specific profitability and revenue objectives for fiscal 2024, 2025, and 2026, and assigned a weighting to each objective. Profitability is measured by the Company’s achievement of established cumulative consolidated EBITDA. Revenue will be measured by the Company's achievement of cumulative total revenue. The target number of shares awarded was 64,619 with a weighted average grant date fair value of $27.61 per share. If profitability and revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.

In fiscal 2023, the Committee awarded three-year performance-based restricted stock, established specific profitability and revenue objectives for fiscal 2023, 2024, and 2025, and assigned a weighting to each objective. Profitability is measured by the Company’s achievement of established compound annual growth for consolidated EBITDA. Revenue will be measured by the Company's achievement of revenue growth, by meeting established compound annual growth rate targets for cumulative total revenue. The target number of shares awarded was 65,254 with a weighted average grant date fair value of $24.75 per share. If profitability and revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.

In fiscal 2022, the Committee awarded three-year performance-based restricted stock, established specific profitability and revenue objectives for fiscal 2022, 2023, and 2024, and assigned a weighting to each objective. Profitability is measured by the Company’s achievement of established compound annual growth for consolidated EBITDA. Revenue will be measured by the Company's achievement of revenue growth, by meeting established compound annual growth rate targets for cumulative total revenue. The target number of shares awarded was 84,579 with a weighted average grant date fair value of $18.03 per share. If profitability and revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.

As of February 1, 2025, the Company had recorded aggregate expense for the fiscal 2022, 2023, and 2024 three-year performance-based restricted stock awards of $0.8 million.

The vesting date fair value of shares that vested in fiscal 2024, 2023 and 2022 was $2.2 million, $2.1 million and $2.0 million, respectively.

BUILD-A-BEAR WORKSHOP INC 10-K