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Stock-Based Compensation | 12 Months Ended
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Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation The Company’s 2003 Omnibus Equity Incentive Plan (the “2003 Plan”), as amended, allows for the grant of options, restricted stock and certain other specified types of awards to key employees, directors and consultants of the Company. The 2003 Plan is administered by the Compensation Committee of the Board of Directors, which is comprised only of independent directors, and which must approve individual awards to be granted, vesting and exercise of share conditions. There are a total of 5.8 million shares of Common Stock, 19.7 million shares of Class A Common Stock and 500,000 shares of Preferred Stock authorized under the 2003 Plan. If and when the Company issues any shares of Preferred Stock under the 2003 Plan, it will reduce the amount of Class A Common Stock available for future issuance in an amount equal to the number of shares of Class A Common Stock that are issuable upon conversion of such Preferred Stock. The Company has a Nonemployee Director Equity Incentive Plan (the “Director Plan”) which provides for the grant of options and restricted stock to nonemployee directors of the Company. The Director Plan, as amended, provides for the granting to each independent director a number of shares of restricted stock equal to $120,000 divided by such fair market value. As of September 30, 2023, there were approximately 3.5 million shares of Class A Common Stock and no shares of Common Stock and Preferred Stock reserved for outstanding equity awards, and there were approximately 4.6 million shares of Common Stock, 9.6 million shares of Class A Common Stock and 0.5 million shares of Preferred Stock remaining for future awards on the date of each annual meeting of stockholders. In fiscal 2023, no shares were granted from the Director Plan and each independent director was granted restricted shares from the 2003 Plan. The Company recognized stock-based compensation expense of $28.0 million, $25.8 million, and $23.1 million for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021, respectively, as a component of selling, general and administrative expenses. Share-based compensation expense in fiscal 2023, 2022 and 2021 consisted of $3.8 million, $4.9 million, and $5.6 million, respectively, for stock options, and $16.3 million, $13.7 million and $10.7 million, respectively, for stock awards. Share-based compensation expense in fiscal 2023, 2022 and 2021 also includes $7.9 million, $7.2 million and $6.8 million, respectively, for the Company’s 401(k) matching contributions. Stock Option Awards During fiscal 2023, the Company granted time-based stock options with an exercise price 15% above the market price on the date of the grant. The options granted in fiscal 2023 vest in three annual installments commencing approximately five years from the date of grant and expire approximately 10 years after the grant date. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. Expected stock price volatilities are estimated based on the historical volatility of the Company’s stock price. The expected term of options granted is based on analyses of historical employee termination rates, option exercises and the contractual term of the option. The risk-free rates are based on U.S. Treasury yields, for notes with comparable terms as the option grants, in effect at the time of the grant. For purposes of this valuation model, no dividends have been assumed. The Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions: expected life from the date of grant 8 years in fiscal 2023 and 3.7 years in 2022 and 2021; stock price volatility, 30.6% in fiscal 2023, 31.1% in fiscal 2022, and 32.4% in fiscal 2021; risk free interest rates, 3.6% in fiscal 2023, 1.7% in fiscal 2022 and 0.5% in fiscal 2021; and no dividends during the expected term. The following table summarizes option activity for the period ended September 30, 2023:
| Number of Shares (in thousands) |  | Weighted Average Exercise Price per Share |  | Weighted Average Remaining Contractual Life |  | Aggregate Intrinsic Value (in thousands)
Outstanding at September 24, 2022 | 2,217 |  |  | $ | 32.69 |  |  | 3 years |  | $ | 10,624 |
Granted | 40 |  |  | $ | 46.75 |  |  |  |  |
Exercised | (415) |  |  | $ | 31.24 |  |  |  |  |
Canceled or expired | (59) |  |  | $ | 38.26 |  |  |  |  |
Outstanding at September 30, 2023 | 1,783 |  |  | $ | 33.17 |  |  | 3 years |  | $ | 14,198 |
Exercisable at September 25, 2021 | 929 |  |  | $ | 29.64 |  |  | 3 years |  | $ | 11,645 |
Exercisable at September 24, 2022 | 1,191 |  |  | $ | 31.88 |  |  | 3 years |  | $ | 5,826 |
Exercisable at September 30, 2023 | 1,290 |  |  | $ | 31.97 |  |  | 2 years |  | $ | 11,361 |
Expected to vest after September 30, 2023 | 492 |  |  | $ | 36.30 |  |  | 3 years |  | $ | 2,837 |
The prices of options to purchase shares of Class A common stock outstanding at September 30, 2023, September 24, 2022 and September 25, 2021 were between $25.79 to $51.37 per share, $21.37 to $51.37 per share and $13.82 to $51.37 per share, respectively. The weighted average grant date fair value of options granted during the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021 was $15.37, $10.96 and $10.50, respectively. The total intrinsic value of options exercised during the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021 was $3.9 million, $6.1 million, and $15.1 million, respectively. As of September 30, 2023, there was $2.8 million of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a remaining weighted-average vesting period of two years. Restricted Stock Awards As of September 30, 2023 and September 24, 2022, there were approximately 1.5 million and 1.7 million shares, respectively, of restricted stock awards outstanding. Awards granted in fiscal 2023 and 2022 generally vest within four or five years from the date of grant. Restricted stock award activity during the period ended September 30, 2023 is summarized as follows:
| Number of Shares |  | Weighted Average Grant Date Fair Value per Share
| (in thousands) |  |
Nonvested at September 24, 2022 | 1,671 |  |  | $ | 35.06 |
Granted | 257 |  |  | $ | 40.28 |
Vested | (375) |  |  | $ | 33.05 |
Forfeited | (74) |  |  | $ | 36.38 |
Nonvested at September 30, 2023 | 1,479 |  |  | $ | 36.42 |
As of September 30, 2023, there was $31.0 million of unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a weighted average period of three years. In fiscal 2023 and fiscal 2022, the Company granted a combination of performance stock units (PSU’s) and restricted stock awards under its long-term incentive program, which replaced the option or restricted stock awards historically granted annually under the Company’s long-term incentive plan. The impact of granting PSU’s during fiscal year 2023 was not material to the Company’s Consolidated Financial Statements. PSU’s provide the right to receive shares of the Company’s common stock based on the Company’s achievement of certain performance criteria at the end of a four-year measurement period (fiscal 2023-fiscal 2026) and continued employment through the vesting period. The number of shares issued at the end of the performance period may range from 50% to 225% of the original target award amount (100%).

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