SHARE-BASED AWARDS

12 Months Ended

Aug. 03, 2024

Share-Based Payment Arrangement [Abstract]

NOTE 12—SHARE-BASED AWARDS

As of August 3, 2024, the Company has restricted stock awards and performance share units and stock options outstanding under two equity incentive plans: the 2012 Equity Incentive Plan, as amended and restated (the “2012 Plan”), and the 2020 Equity Incentive Plan, as amended and restated from time to time (the “2020 Equity Incentive Plan”). The terms of each stock-based award will be determined by the Board of Directors or the Compensation Committee thereof. As of August 3, 2024, the Company has 2.1 million shares authorized and available for grant under the 2020 Equity Incentive Plan. The authorization for new grants under the 2012 Plan has expired.

Share-Based Compensation Expense

The following table presents information regarding share-based compensation expenses and the related tax impacts:


(in millions)	2024		2023		2022
Restricted stock awards	$	33	$	35	$	36
Performance-based share awards	4		3		7
Share-based compensation expense recorded in Operating expenses	37		38		43
Income tax benefit	(10)		(10)		(12)
Share-based compensation expense, net of tax	$	27	$	28	$	31

Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses	$	2	$	—	$	1
Income tax benefit	(1)		—		—
Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses, net of tax	$	1	$	—	$	1

Vesting requirements for awards are generally at the discretion of the Company’s Board of Directors or the Compensation Committee thereof. Time-based vesting awards for employees typically vest in three equal installments. The Board of Directors has adopted a policy in connection with the 2020 Equity Incentive Plan that sets forth grant, vesting and settlement dates for equity awards, a one-year vesting period for awards issued to non-employee directors, and a three-year equal installment vesting period for designated employee restricted stock awards. Performance awards have a three-year cliff vest, subject to achievement of the performance objective. As of August 3, 2024, there was $51 million of total unrecognized compensation cost related to outstanding share-based compensation arrangements (including restricted stock units and performance-based restricted stock units). This cost is expected to be recognized over a weighted-average period of 2.0 years.

Restricted Stock Awards

The fair value of restricted stock units and performance share units are determined based on the number of units granted and the quoted price of the Company’s common stock as of the grant date. The following summary presents information regarding restricted stock units and performance share units:


	Number of Shares (in millions)	Weighted Average Grant-Date Fair Value
Outstanding at July 31, 2021	6.8	$	17.33
Granted	1.2	45.46
Vested	(2.8)	42.06
Forfeited/Canceled	(0.3)	37.68
Outstanding at July 30, 2022	4.9	20.02
Granted	1.7	35.01
Vested	(3.1)	35.48
Forfeited/Canceled	(0.3)	21.55
Outstanding at July 29, 2023	3.2	32.11
Granted	3.7	15.99
Vested	(1.5)	14.56
Forfeited/Canceled	(0.8)	10.42
Outstanding at August 3, 2024	4.6	$	22.66


(in millions)	2024		2023		2022
Intrinsic value of restricted stock units vested	$	22	$	113	$	125

Performance-Based Share Awards

During fiscal 2024, the Company granted 0.8 million performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 1.0 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $16.38. These performance units are tied to fiscal 2024, 2025 and 2026 performance metrics, including adjusted earnings per share (“EPS”) growth and adjusted return on invested capital (“ROIC”). An insignificant amount of performance share units granted in fiscal 2024 were forfeited during fiscal 2024.

During fiscal 2023, the Company granted 0.4 million performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.4 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $36.87. These performance units are tied to fiscal 2023, 2024 and 2025 performance metrics, including adjusted EPS growth and adjusted ROIC. An insignificant amount of performance share units granted in fiscal 2023 were forfeited during fiscal 2024.

During fiscal 2022, the Company granted 0.3 million performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.3 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $49.31. These performance units were tied to fiscal 2022, 2023 and 2024 performance metrics, including adjusted EPS growth and adjusted ROIC. An insignificant amount of performance share units granted in fiscal 2022 were forfeited during fiscal 2024.

Stock Options

The Company did not grant options in fiscal 2024, 2023 or 2022. The following summary presents information regarding outstanding stock options as of August 3, 2024 and changes during the fiscal year then ended:


	Number of Options (in millions)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at beginning of year	0.3	$	55.46	1.1 years
Exercised	—	—
Canceled	(0.2)	53.45
Outstanding at end of year	0.1	—		0.6 years	$	—
Exercisable at end of year	0.1	$	58.45	0.6 years	$	—

The aggregate intrinsic value of options exercised during fiscal 2024, 2023 and 2022 was $0 million, $0 million and $2 million, respectively.