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Stock-Based Compensation | 9 Months Ended
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Oct. 07, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | 17. STOCK-BASED COMPENSATION On March 5, 2014, our Board of Directors approved and adopted the 2014 Omnibus Equity and Incentive Compensation Plan (“Omnibus Plan”). The Omnibus Plan was approved by our shareholders on May 21, 2014 and authorized 8,000,000 shares to be used for awards under the Omnibus Plan. The Omnibus Plan authorizes the compensation committee of the Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents and other awards to provide our officers, key employees, and non-employee directors’ incentives and rewards for performance. Equity awards granted after May 21, 2014 are governed by the Omnibus Plan. On May 25, 2023, the company amended and restated the Omnibus Plan to register an additional 9,340,000 shares of common stock. The following is a summary of restricted stock and deferred stock outstanding under the Omnibus Plan described above. Information relating to the company’s stock appreciation rights, which were issued under a separate stock appreciation right plan, is also described below. The company typically grants awards at the beginning of its fiscal year. Information on grants to employees during the forty weeks ended October 7, 2023 is discussed below. Performance-Contingent Restricted Stock Awards Performance-Contingent Total Shareholder Return Shares (“TSR Shares”) Certain key employees have been granted performance-contingent restricted stock under the Omnibus Plan in the form of TSR Shares. The awards vest approximately three years from the date of grant (after the filing of the company’s Annual Report on Form 10-K), and the shares become non-forfeitable if, and to the extent that, on that date the vesting conditions are satisfied. The total shareholder return (“TSR”) is the percent change in the company’s stock price over the measurement period plus the dividends paid to shareholders. The performance payout is calculated at the end of each of the last four quarters (averaged) in the measurement period. Once the TSR is determined for the company (“Company TSR”), it is compared to the TSR of our food company peers (“Peer Group TSR”). The Company TSR compared to the Peer Group TSR will determine the payout as set forth below:
Percentile |  | Payout as % of Target |
90 th |  |  | 200 | %
70 th |  |  | 150 | %
50 th |  |  | 100 | %
30 th |  |  | 50 | %
Below 30 th |  |  | 0 | %
For performance between the levels described above, the degree of vesting is interpolated on a linear basis. The TSR Shares vest immediately if the grantee dies or becomes disabled. However, if the grantee retires at age 65 (or age 55 with at least 10 years of service with the company) or later, on the normal vesting date the grantee will receive a pro-rated number of shares based upon the retirement date and measured at the actual performance for the entire performance period. In addition, if the company undergoes a change in control, the TSR Shares will immediately vest at the target level, provided that if 12 months of the performance period have been completed, vesting will be determined based on Company TSR as of the date of the change in control without application of four-quarter averaging. During the vesting period, the grantee has none of the rights of a shareholder. Dividends declared during the vesting period will accrue and will be paid at vesting on the TSR Shares that ultimately vest. The fair value estimate was determined using a Monte Carlo simulation model, which utilizes multiple input variables to estimate the probability of the company achieving the market condition discussed above. Inputs into the model included the following for the company and comparator companies: (i) TSR from the beginning of the performance cycle through the measurement date; (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the comparator companies’ TSR. The inputs are based on historical capital market data. The following performance-contingent TSR Shares have been granted during the forty weeks ended October 7, 2023 under the Omnibus Plan (amounts in thousands, except price data):
Grant Date |  | Shares Granted |  |  | Vesting Date |  | Fair Value per Share |
1/1/2023 |  |  | 338 |  |  | 3/1/2026 |  | $ | 33.52 |
4/23/2023 |  |  | 9 |  |  | 3/1/2026 |  | $ | 26.11 |
9/1/2023 |  |  | 25 |  |  | 3/1/2026 |  | $ | 23.04 |
Performance-Contingent Return on Invested Capital Shares (“ROIC Shares”) Certain key employees have been granted performance-contingent restricted stock under the Omnibus Plan in the form of ROIC Shares. The awards generally vest approximately three years from the date of grant (after the filing of the company’s Annual Report on Form 10-K), and the shares become non-forfeitable if, and to the extent that, on that date, the vesting conditions are satisfied. Return on Invested Capital (“ROIC”) is calculated by dividing our profit, as defined, by the invested capital. Generally, the performance condition requires the company’s average ROIC to exceed its average weighted cost of capital (“WACC”) by between 1.75 to 4.75 percentage points (the “ROI Target”) over the three fiscal year performance period. If the lowest ROI Target is not met, the awards are forfeited. The ROIC Shares can be earned based on a range from 0% to 125% of target as defined below: • ROIC above WACC by less than 1.75 percentage points pays 0% of ROI Target; • ROIC above WACC by 1.75 percentage points pays 50% of ROI Target; • ROIC above WACC by 3.75 percentage points pays 100% of ROI Target; or • ROIC above WACC by 4.75 percentage points pays 125% of ROI Target. For performance between the levels described above, the degree of vesting is interpolated on a linear basis. The ROIC Shares vest immediately if the grantee dies or becomes disabled. However, if the grantee retires at age 65 (or age 55 with at least 10 years of service with the company) or later, on the normal vesting date the grantee will receive a pro-rated number of ROIC Shares based upon the retirement date and actual performance for the entire performance period. In addition, if the company undergoes a change in control, the ROIC Shares will immediately vest at the target level. During the vesting period, the grantee has none of the rights of a shareholder. Dividends declared during the vesting period will accrue and will be paid at vesting on the ROIC Shares that ultimately vest. The fair value of this type of award is equal to the stock price on the grant date. Since these awards have a performance condition feature, the expense associated with these awards may change depending on the expected ROI Target attained at each reporting period. The 2021 award is being expensed at our current estimated payout percentage of 125% of ROI Target, and the 2022 and 2023 awards are being expensed at 100%. The following performance-contingent ROIC Shares have been granted under the Omnibus Plan during the forty weeks ended October 7, 2023 (amounts in thousands, except price data):
Grant Date |  | Shares Granted |  |  | Vesting Date |  | Fair Value per Share |
1/1/2023 |  |  | 338 |  |  | 3/1/2026 |  | $ | 28.74 |
4/23/2023 |  |  | 9 |  |  | 3/1/2026 |  | $ | 26.11 |
9/1/2023 |  |  | 25 |  |  | 3/1/2026 |  | $ | 23.04 |
Performance-Contingent Restricted Stock The table below presents the TSR modifier share adjustment (a 148% final payout), ROIC modifier share adjustment (a 125% final payout), accumulated dividends on vested shares, and the tax benefit at vesting of the performance-contingent restricted stock awards (amounts in thousands, except per share data):
Award Granted |  |  | Fiscal Year Vested |  |  | TSR Modifier Increase Shares |  |  | ROIC Modifier Increase Shares |  |  | Dividends at Vesting |  |  | Tax Benefit |  |  | Fair Value at Vesting |
| 2020 |  |  |  | 2023 |  |  |  | 151,513 |  |  |  | 78,893 |  |  | $ | 2,154 |  |  | $ | 1,424 |  |  | $ | 24,652 |
The company’s performance-contingent restricted stock activity for the forty weeks ended October 7, 2023 is presented below (amounts in thousands, except price data):
|  | Shares |  |  | Weighted Average Grant Date Fair Value |
Nonvested shares at December 31, 2022 |  |  | 2,009 |  |  | $ | 25.83 |
Granted |  |  | 744 |  |  | $ | 30.32 |
Grant increase for achieving the ROIC modifier |  |  | 79 |  |  | $ | 31.13 |
Grant increase for achieving the TSR modifier |  |  | 151 |  |  | $ | 31.13 |
Vested |  |  | (868 | ) |  | $ | 23.51 |
Forfeited |  |  | (146 | ) |  | $ | 27.71 |
Nonvested shares at October 7, 2023 |  |  | 1,969 |  |  | $ | 28.04 |
As of October 7, 2023, there was $25.5 million of total unrecognized compensation cost related to non-vested restricted stock granted under the Omnibus Plan. That cost is expected to be recognized over a weighted-average period of 1.94 years. Time-Based Restricted Stock Units Certain key employees have been granted time-based restricted stock units (“TBRSU Shares”) at the beginning of the year. These awards vest on January 5 th each year in equal installments over a three-year period which began in Fiscal 2020. Occasionally, awards may be issued that have a vesting period of less than three years. Dividends earned on shares will be held by the company during the vesting period and paid in cash when the awards vest and shares are distributed. The following TBRSU Shares have been granted under the Omnibus Plan during the forty weeks ended October 7, 2023 (amounts in thousands, except price data):
Grant Date |  | Shares Granted |  |  | Vesting Date |  | Fair Value per Share |
1/1/2023 |  |  | 220 |  |  | Equally over 3 years |  | $ | 28.74 |
2/27/2023 |  |  | 11 |  |  | 1/5/2024 |  | $ | 28.33 |
9/1/2023 |  |  | 54 |  |  | Equally over 18 months |  | $ | 23.04 |
9/17/2023 |  |  | 10 |  |  | Equally over 3 years |  | $ | 22.90 |
The TBRSU Shares activity for the forty weeks ended October 7, 2023 is set forth below (amounts in thousands, except price data):
|  | TBRSU Shares |  |  | Weighted Average Fair Value |  |  | Weighted Average Remaining Contractual Term (Years) |  |  | Unrecognized Compensation Cost |
Nonvested shares at December 31, 2022 |  |  | 462 |  |  | $ | 24.62 |  |  |  |  |  |  |
Vested |  |  | (249 | ) |  | $ | 23.77 |  |  |  |  |  |  |
Granted |  |  | 295 |  |  | $ | 27.47 |  |  |  |  |  |  |
Forfeitures |  |  | (29 | ) |  | $ | 26.88 |  |  |  |  |  |  |
Nonvested shares at October 7, 2023 |  |  | 479 |  |  | $ | 26.67 |  |  |  | 1.71 |  |  | $ | 8,256 |
The table below presents the accumulated dividends on vested shares and the tax benefit/(expense) at vesting of the time-based restricted stock units (amounts in thousands).
Award Granted |  |  | Fiscal Year Vested |  |  | Dividends at Vesting |  |  | Tax Benefit |  |  | Fair Value at Vesting |
| 2022 |  |  |  | 2023 |  |  | $ | 58 |  |  | $ | 20 |  |  | $ | 1,949 |
| 2021 |  |  |  | 2023 |  |  | $ | 133 |  |  | $ | 118 |  |  | $ | 2,232 |
| 2020 |  |  |  | 2023 |  |  | $ | 153 |  |  | $ | 108 |  |  | $ | 1,782 |
| 2019 |  |  |  | 2023 |  |  | $ | 142 |  |  | $ | 32 |  |  | $ | 1,127 |
Deferred Stock Non-employee directors may convert their annual board retainers into deferred stock equal in value to 100% of the cash payments directors would otherwise receive and the vesting period is a one-year period to match the period that cash would have been received if no conversion existed. Accumulated dividends are paid upon delivery of the shares. During the forty weeks ended October 7, 2023, non-employee directors elected to receive, and were granted, an aggregate grant of 3,479 common shares for board retainer deferrals pursuant to the Omnibus Plan. During the first quarter of Fiscal 2022, non-employee directors elected to receive, and were granted, an aggregate grant of 3,640 shares for board retainer deferrals pursuant to the Omnibus Plan which vested during the first quarter of Fiscal 2023. Non-employee directors received 14,249 shares of previously deferred board retainer deferrals during the forty weeks ended October 7, 2023. Non-employee directors also receive annual grants of deferred stock. This deferred stock vests one year from the grant date. The deferred stock will be distributed to the grantee at a time designated by the grantee at the date of grant. Compensation expense is recorded on this deferred stock over the one-year vesting period. During the second quarter of Fiscal 2023, non-employee directors were granted 59,400 shares for their annual grant pursuant to the Omnibus Plan. Additionally, during the third quarter of Fiscal 2023, an aggregate of 4,660 shares were granted to two newly elected non-employee directors, representing a prorated portion of the annual grant pursuant to the Omnibus Plan. During the second quarter of Fiscal 2022, non-employee directors were granted 58,300 shares, of which 15,900 were deferred, for their annual grant pursuant to the Omnibus Plan that vested during the second quarter of Fiscal 2023. Non-employee directors received 5,780 shares of previously deferred annual grant awards during the forty weeks ended October 7, 2023. A prorated amount of 1,980 shares vested on August 31, 2023 at the time a non-employee director resigned from the Board of Directors. The deferred stock activity for the forty weeks ended October 7, 2023 is set forth below (amounts in thousands, except price data):
|  | Shares |  |  | Weighted Average Fair Value |  |  | Weighted Average Remaining Contractual Term (Years) |  |  | Unrecognized compensation cost |
Nonvested shares at December 31, 2022 |  |  | 62 |  |  | $ | 27.37 |  |  |  |  |  |  |
Vested |  |  | (62 | ) |  | $ | 27.37 |  |  |  |  |  |  |
Granted |  |  | 68 |  |  | $ | 26.26 |  |  |  |  |  |  |
Nonvested shares at October 7, 2023 |  |  | 68 |  |  | $ | 26.26 |  |  |  | 0.62 |  |  | $ | 1,103 |
Stock-Based Payments Compensation Expense Summary The following table summarizes the company’s stock-based compensation expense for the twelve and forty weeks ended October 7, 2023 and October 8, 2022, respectively (amounts in thousands):
|  | For the Twelve Weeks Ended |
|  | October 7, 2023 |  |  | October 8, 2022 |
Performance-contingent restricted stock awards |  | $ | 3,915 |  |  | $ | 3,917 |
TBRSU Shares |  |  | 1,536 |  |  |  | 1,179 |
Deferred and restricted stock |  |  | 432 |  |  |  | 389 |
Total stock-based compensation |  | $ | 5,883 |  |  | $ | 5,485 |
|  | For the Forty Weeks Ended |
|  | October 7, 2023 |  |  | October 8, 2022 |
Performance-contingent restricted stock awards |  | $ | 15,482 |  |  | $ | 14,778 |
TBRSU Shares |  |  | 4,611 |  |  |  | 4,040 |
Deferred and restricted stock |  |  | 1,289 |  |  |  | 1,306 |
Total stock-based compensation |  | $ | 21,382 |  |  | $ | 20,124 |

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