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Shareholders' Equity and Share-Based Compensation | 12 Months Ended
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Dec. 28, 2023
Equity [Abstract] |
Shareholders’ Equity and Share-Based Compensation | 8. Shareholders’ Equity and Share-Based Compensation Shareholders may convert their shares of Class B Common Stock into shares of Common Stock at any time. Class B Common Stock shareholders are substantially restricted in their ability to transfer their Class B Common Stock. Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of the Class B Common Stock. Holders of Class B Common Stock are entitled to ten votes per share while holders of Common Stock are entitled to one vote per share on any matters brought before the shareholders of the Company. Liquidation rights are the same for both classes of stock. Through December 28, 2023, the Company’s Board of Directors has approved the repurchase of up to 11,687,500 shares of Common Stock to be held in treasury. The Company intends to reissue these shares upon the exercise of stock options and for savings and profit-sharing plan contributions. The Company repurchased 94,508, 134,694 and 61,654 shares pursuant to these authorizations during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. At December 28, 2023, there were 2,428,138 shares available for repurchase under these authorizations. The Company’s Board of Directors has authorized the issuance of up to 750,000 shares of Common Stock for The Marcus Corporation Dividend Reinvestment and Associate Stock Purchase Plan. At December 28, 2023, there were 412,815 shares available under this authorization. Shareholders have approved the issuance of up to 7,437,500 shares of Common Stock under various equity incentive plans. Stock options granted under the plans to employees generally become exercisable either 40% after two years, 60% after three years, 80% after four years and 100% after five years of the date of grant, or 50% after two years, 75% after three years and 100% after four years of the date of grant, depending on the date of grant. The options generally expire ten years from the date of grant as long as the optionee is still employed with the Company. Awarded shares of non-vested stock cumulatively vest either 25% after three years of the grant date, 50% after five years of the grant date, 75% after ten years of the grant date and 100% upon retirement, or 50% after three years of the grant date and 100% after five years of the grant date, or 50% after two years of the grant date and 100% after four years of the grant date, depending on the date of grant, or in the case of a special grant awarded in fiscal 2021, one year after the date of grant. The non-vested stock may not be sold, transferred, pledged or assigned, except as provided by the vesting schedule included in the Company’s equity incentive plan. During the period of restriction, the holder of the non-vested stock has voting rights and is entitled to receive all dividends and other distributions paid with respect to the stock. Non-vested stock awards and shares issued upon option exercises may be issued from previously acquired treasury shares. At December 28, 2023, there were 1,085,339 shares available for grants of additional stock options, non-vested stock and other types of equity awards under the current plan. Share-based compensation, including stock options and non-vested stock awards, is expensed over the vesting period of the awards based on the grant date fair value. The Company estimated the fair value of stock options using the Black-Scholes option pricing model with the following assumptions used for awards granted during fiscal 2023, fiscal 2022 and fiscal 2021:
| Year Ended
| December 28, 2023 |  | December 29, 2022 |  | December 30, 2021
Risk-free interest rate | 3.83 – 4.24% |  | 1.73 – 3.90% |  | 0.97 – 1.26%
Dividend yield | 1.50 - 1.80% |  | 1.50% |  | 1.50%
Volatility | 49 - 54% |  | 48 – 53% |  | 28 – 53%
Expected life | 6 – 8 years |  | 6 – 8 years |  | 6 – 8 years
Total pre-tax share-based compensation expense was $6,394, $8,170 and $9,316 in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The recognized tax benefit on share-based compensation was $1,000, $1,338 and $1,997 in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. A summary of the Company’s stock option activity and related information follows (shares in thousands):
| Year Ended
| December 28, 2023 |  | December 29, 2022 |  | December 30, 2021
| Options |  | Weighted- Average Exercise Price |  | Options |  | Weighted- Average Exercise Price |  | Options |  | Weighted- Average Exercise Price
Outstanding at beginning of period | 2,866 |  |  | $ | 23.76 |  |  | 2,533 |  |  | $ | 24.84 |  |  | 2,234 |  |  | $ | 24.87 |
Granted | 525 |  |  | 15.96 |  |  | 501 |  |  | 16.99 |  |  | 531 |  |  | 21.74 |
Exercised | (83) |  |  | 13.05 |  |  | (68) |  |  | 13.15 |  |  | (134) |  |  | 11.42 |
Forfeited | (135) |  |  | 25.11 |  |  | (100) |  |  | 24.89 |  |  | (98) |  |  | 26.60 |
Outstanding at end of period | 3,173 |  |  | 22.69 |  |  | 2,866 |  |  | 23.76 |  |  | 2,533 |  |  | 24.84 |
Exercisable at end of period | 1,989 |  |  | $ | 25.53 |  |  | 1,613 |  |  | $ | 25.70 |  |  | 1,119 |  |  | $ | 24.76 |
Weighted-average fair value of options granted during the period | $ | 7.86 |  |  |  |  | $ | 7.71 |  |  |  |  | $ | 9.47 |  |  |
Exercise prices for options outstanding as of December 28, 2023 ranged from $12.71 to $41.90. The weighted-average remaining contractual life of those options is 6.1 years. The weighted-average remaining contractual life of options currently exercisable is 4.8 years. There were 3,135,000 options outstanding, vested and expected to vest as of December 28, 2023, with a weighted-average exercise price of $22.76 and an intrinsic value of $435. Additional information as of December 28, 2023 related to options outstanding segregated by exercise price range is as follows (shares in thousands):
| Exercise Price Range
| $12.71 to $17.05 |  | $17.06 to $21.84 |  | $21.85 to $41.90
Options outstanding | 1,204 |  |  | 863 |  |  | 1,106 |
Weighted-average exercise price of options outstanding | $ | 15.78 |  |  | $ | 20.58 |  |  | $ | 31.86 |
Weighted-average remaining contractual life of options outstanding | 8.3 |  | 4.6 |  | 5.0
Options exercisable | 273 |  |  | 686 |  |  | 1,030 |
Weighted-average exercise price of options exercisable | $ | 14.06 |  |  | $ | 20.29 |  |  | $ | 32.06 |
The intrinsic value of options outstanding at December 28, 2023 was $435 and the intrinsic value of options exercisable at December 28, 2023 was $350. The intrinsic value of options exercised was $171, $164 and $1,164 during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. As of December 28, 2023, total remaining unearned compensation cost related to stock options was $4,334, which will be amortized to expense over the remaining weighted-average life of 2.4 years. A summary of the Company’s non-vested stock activity and related information follows (shares in thousands):
| Year Ended
| December 28, 2023 |  | December 29, 2022 |  | December 30, 2021
| Shares |  | Weighted- Average Fair Value |  | Shares |  | Weighted- Average Fair Value |  | Shares |  | Weighted- Average Fair Value
Outstanding at beginning of period | 212 |  |  | $ | 21.07 |  |  | 357 |  |  | $ | 23.32 |  |  | 147 |  |  | $ | 31.02 |
Granted | 107 |  |  | 15.68 |  |  | 100 |  |  | 17.63 |  |  | 251 |  |  | 19.63 |
Vested | (81) |  |  | 23.77 |  |  | (242) |  |  | 22.95 |  |  | (32) |  |  | 30.69 |
Forfeited | — |  |  | — |  |  | (3) |  |  | 22.93 |  |  | (9) |  |  | 19.77 |
Outstanding at end of period | 238 |  |  | $ | 17.41 |  |  | 212 |  |  | $ | 21.07 |  |  | 357 |  |  | $ | 23.32 |
The Company expenses awards of non-vested stock based on the fair value of the Company’s common stock at the date of grant. As of December 28, 2023, total remaining unearned compensation related to non-vested stock was $1,732, which will be amortized over the weighted-average remaining service period of 2.9 years

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
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