XML 34 R20.htm IDEA: XBRL DOCUMENT
v3.25.1

STOCK-BASED COMPENSATION | 3 Months Ended
--- | ---
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company's stockholders approved, the "TreeHouse Foods, Inc. Equity and Incentive Plan" (the "Plan"). Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The maximum number of shares authorized to be awarded under the Plan is approximately 22.5 million as of March 31, 2025. Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net loss are as follows:
|  | Three Months Ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
|  | (In millions) |  |
Compensation expense related to stock-based payments |  | $ | 5.6 |  |  | $ | 5.7 |  |  |  |  |
Related income tax benefit |  | 1.3 |  |  | 1.4 |  |  |  |  |
Stock Options — Stock options granted under the Plan during 2022 have a three-year vesting schedule, vest one-third on the second anniversary of the grant date and two-thirds on the third anniversary of the grant date, and expire ten years from the grant date. Stock options are generally only granted to employees and non-employee directors. The following table summarizes stock option activity during 2025:
| Employee Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (yrs.) |  | Aggregate Intrinsic Value
| (In thousands) |  |  |  |  |  | (In millions)
Outstanding, at December 31, 2024 | 473 |  |  | $ | 61.46 |  |  | 4.7 |  | $ | — |
Expired | (12) |  |  | 88.15 |  |  |  |  |
Outstanding, at March 31, 2025 | 461 |  |  | 60.79 |  |  | 4.7 |  | — |
Vested/expected to vest, at March 31, 2025 | 175 |  |  | 42.69 |  |  | 7.1 |  | — |
Exercisable, at March 31, 2025 | 294 |  |  | 72.40 |  |  | 3.2 |  | — |
Unrecognized compensation costs related to nonvested options totaled $0.2 million at March 31, 2025 and are expected to be recognized over a weighted average period of 0.2 years. Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time in approximately three equal installments on each of the first three anniversaries of the grant date. Non-employee director restricted stock units generally vest on the first anniversary of the grant date. Certain non-employee directors have elected to defer receipt of their awards until either their departure from the Board of Directors or a specified date beyond the first anniversary of the grant date. The following table summarizes the restricted stock unit activity during the three months ended March 31, 2025:
|  | Employee Restricted Stock Units |  | Weighted Average Grant Date Fair Value |  | Non-Employee Director Restricted Stock Units |  | Weighted Average Grant Date Fair Value
|  | (In thousands) |  |  |  | (In thousands) |  |
Nonvested, at December 31, 2024 |  | 696 |  |  | $ | 38.82 |  |  | 62 |  |  | $ | 41.73 |
Granted |  | 562 |  |  | 31.17 |  |  | — |  |  | — |
Vested |  | (300) |  |  | 37.96 |  |  | — |  |  | — |
Forfeited |  | (5) |  |  | 37.70 |  |  | — |  |  | — |
Nonvested, at March 31, 2025 |  | 953 |  |  | 34.58 |  |  | 62 |  |  | 41.73 |
Earned and deferred, at March 31, 2025 |  |  |  |  |  | 28 |  |  | 48.62 |
|  | Three Months Ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
|  | (In millions) |  |
Fair value of vested restricted stock units |  | $ | 8.3 |  |  | $ | 8.8 |  |  |  |  |
Tax benefit recognized from vested restricted stock units |  | 1.4 |  |  | 1.4 |  |  |  |  |
Unrecognized compensation costs related to nonvested restricted stock units are approximately $31.6 million as of March 31, 2025 and will be recognized over a weighted average period of 2.3 years. The grant date fair value of the awards is equal to the Company's closing stock price on the grant date. Performance Units — Performance unit awards, which are granted to certain members of management, contain both service, performance, and market conditions as described below. •For performance unit awards granted in 2022 through 2023, performance goals are set and measured annually with one-quarter of the units eligible to accrue for each year in the three-year performance period. Accrued shares are earned at the end of each performance period but remain subject to forfeiture until the third anniversary of the grant date. •For performance unit awards granted in 2024 and 2025, performance goals were established upfront and will be measured over a cumulative three-year performance period. The units will accrue each month, multiplied by a predefined percentage between 0% and 200%, depending on the achievement of certain operating performance measures. Accrued shares are not earned until the end of the full three-year performance period and remain subject to forfeiture until the third anniversary of the grant date. The performance unit awards include a tranche measured using a relative total shareholder return ("TSR") market condition over a three-year performance goal. The units will accrue, multiplied by a predefined percentage between 0% and 150% for years 2022 through 2023 and between 0% and 200% for 2024 and 2025, for the relative TSR measure, depending on the achievement attainment over the three-year performance period based on the Company's absolute annualized TSR relative to the annualized TSR of a Peer Group. These awards will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date. The Company intends to settle these awards in stock and has the shares available to do so. Performance unit awards with market conditions are valued using a Monte Carlo simulation model. Expected volatility is based on the historical volatility of the Company’s stock price or the average Peer Group stock price. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant with a term equivalent to the expected term of the award. The expected term is the time period from the grant date to the end of the performance period. The fair value of the portion of the awards based on relative TSR was valued using a Monte Carlo simulation model with a grant-date fair value of $38.26 on approximately 32,900 units granted in 2025. The assumptions used in the Monte Carlo simulation were as follows:
|  | Three Months Ended March 31, |  |
|  | 2025 |  |
Dividend yield |  | 0 | % |  |
Risk-free rate |  | 4.01 | % |  |
Expected volatility (TreeHouse Foods, Inc.) |  | 33.68 | % |  |
Expected volatility (Peer Group) |  | 36.45 | % |  |
Expected term (in years) |  | 2.84 |  |
The following table summarizes the performance unit activity during the three months ended March 31, 2025:
|  | Performance Units |  | Weighted Average Grant Date Fair Value
|  | (In thousands) |  |
Nonvested, at December 31, 2024 |  | 378 |  |  | $ | 36.44 |
Granted |  | 242 |  |  | 31.81 |
Vested |  | (92) |  |  | 33.14 |
Forfeited |  | (63) |  |  | 33.28 |
Nonvested, at March 31, 2025 |  | 465 |  |  | 35.06 |
|  | Three Months Ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
|  | (In millions) |  |
Fair value of vested performance units |  | $ | 2.4 |  |  | $ | 1.7 |  |  |  |  |
Tax benefit recognized from performance units vested |  | 0.1 |  |  | 0.1 |  |  |  |  |
Unrecognized compensation costs related to nonvested performance units are estimated to be approximately $11.0 million as of March 31, 2025 and are expected to be recognized over a weighted average period of 2.1 years. The fair value of the portion of the awards granted based on market conditions were valued using a Monte Carlo simulation model. For other awards, the grant date fair value is equal to the Company's closing stock price on the date of grant.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration