Stock-Based Compensation Plans

12 Months Ended

Jun. 27, 2024

Share-Based Payment Arrangement [Abstract]

NOTE 12 — STOCK-BASED COMPENSATION PLANS

At our annual meeting of stockholders on November 2, 2023, our stockholders approved a new equity incentive plan (the “2023 Omnibus Plan”) under which awards of options and other stock-based awards may be made to employees, officers or non-employee directors of our Company. A total of 747,065 shares of Common Stock are authorized for grants of awards thereunder, which may be in the form of options, restricted stock, RSUs, stock appreciation rights (“SARs”), performance shares, PSUs, Common Stock or dividends and dividend equivalents. As of June 27, 2024, there were 691,107 shares of Common Stock that remained authorized for future grants of awards, subject to the limitations set below. Under the terms of the 2023 Omnibus Plan, the total number of shares of Common Stock with respect to which options or SARs may be granted in any calendar year to any participant may not exceed 500,000 shares (this limit applies separately with respect to each type of award). Additionally, for awards of restricted stock, RSUs, performance shares or other stock-based awards that are intended to qualify as performance-based compensation: (i) the total number of shares of Common Stock that may be granted in any calendar year to any participant may not exceed 250,000 shares (this limit applies separately to each type of award) and (ii) the maximum amount that may be paid to any participant for awards that are payable in cash or property other than Common Stock in any calendar year is $5,000. During fiscal 2017, the Board of Directors adopted an equity grant cap which further restricted the number of awards that could be made to any one participant or in the aggregate. The equity grant cap limited the number of awards to 250,000 awards to all participants and 20,000 awards to any one participant in a fiscal year. Except as set forth in the 2023 Omnibus Plan, RSUs have vesting periods of three years for awards to employees and one year for awards to non-employee members of the Board of Directors. PSUs have a vesting period of three years and performance goals that must be achieved in order to vest. We issue new shares of Common Stock upon the vesting of RSUs and PSUs.

The fair value of RSUs and PSUs are generally determined based on the market price of our Common Stock on the date of grant. The fair value of RSUs and PSUs granted for the years ended June 27, 2024, June 29, 2023 and June 30, 2022 was $4,805, $4,769 and $4,065, respectively.

The following is a summary of RSU and PSU activity for the year ended June 27, 2024:


Restricted Stock Units	Shares			Weighted- Average Grant-Date Fair Value
Outstanding at June 29, 2023		155,012		$	67.87
Granted (a)		56,168		$	85.55
Vested (b)		(55,085	)	$	69.68
Forfeited		(621	)	$	72.58
Outstanding at June 27, 2024		155,474		$	73.60

(a)

Includes 8,031 PSUs (based on reaching target performance) with performance conditions for which the performance criteria had yet to be achieved. The PSUs vest three years from the grant date, with the number of shares earned (ranging from 0% to 200% of the target award) depending on the extent to which we achieve certain performance metrics measured over a three-year period. The final number of shares that will eventually be earned and vest (if any) has not yet been determined as of June 27, 2024.

(b)

The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.

At June 27, 2024 there were 25,800 RSUs outstanding that were vested but deferred. At June 29, 2023 there were 38,907 RSUs outstanding that were vested but deferred. The non-vested RSUs and PSUs at June 27, 2024 will vest over a weighted-average period of 1.3 years. The fair value of RSUs that vested for the years ended June 27, 2024, June 29, 2023 and June 30, 2022 was $3,838, $2,978 and $3,274, respectively.

The following table summarizes compensation cost charged to earnings for all equity compensation plans and the total income tax benefit recognized for the last three fiscal years:


	Year Ended June 27, 2024		Year Ended June 29, 2023		Year Ended June 30, 2022
Compensation cost charged to earnings	$	4,389	$	3,565	$	3,565
Income tax benefit recognized		1,097		891		891

At June 27, 2024, there was $5,003 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under our stock-based compensation plans. We expect to recognize that cost over a weighted-average period of 1.3 years.