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Incentive Plans | 12 Months Ended
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Jan. 03, 2026
Incentive Plans |
Incentive Plans |
(15) | Incentive Plans
Annual Bonus Plan. Annually, the compensation committee of our board of directors establishes a bonus plan that provides for cash awards to be made to our executive officers and other senior managers upon the attainment of applicable company-wide and business unit financial objectives. Awards are normally paid in cash in a lump sum following the close of each plan year. Accrued expenses in the accompanying consolidated balance sheet includes an accrual for the annual bonus of $6.0 million and $6.9 million as of January 3, 2026 and December 28, 2024, respectively. Omnibus Incentive Compensation Plan. Upon the recommendation of our compensation committee, our board of directors on March 10, 2008 adopted (subject to stockholder approval) the B&G Foods, Inc. 2008 Omnibus Incentive Compensation Plan, which we refer to as the Omnibus Plan. Our stockholders approved the Omnibus Plan at our annual meeting on May 6, 2008. Our stockholders reapproved the material terms of the performance goals in our Omnibus Plan at our annual meeting on May 16, 2013. Upon the recommendation of our compensation committee, our board of directors in March 2017 approved (subject to stockholder approval) the amendment and restatement of the Omnibus Plan, renamed the Omnibus Incentive Compensation Plan. Our stockholders approved the amended and restated Omnibus Plan, including the materials terms of the performance goals, at our annual meeting on May 23, 2017. Upon the recommendation of our compensation committee, our board of directors in March 2023 adopted an amendment to our Omnibus Plan (subject to stockholder approval), to increase the number of shares of common stock available for issuance under the plan by 5,000,000. Our stockholders approved the amendment at our annual meeting on May 17, 2023. The Omnibus Plan authorizes the grant of performance share awards, restricted stock, options, stock appreciation rights, deferred stock, stock units, common stock and cash-based awards to employees, non-employee directors and consultants. As of January 3, 2026, 4,080,173 shares of common stock were available for future issuance. Some of those shares are subject to outstanding performance share LTIAs and stock options as described in the table below. Performance Share Awards. Beginning in fiscal 2008, our compensation committee has made annual grants of performance share LTIAs to our executive officers and certain other members of senior management under the Omnibus Plan. The performance share LTIAs entitle the participants to earn shares of common stock upon the attainment of certain performance goals over the applicable performance period. The performance period is typically three years. Each performance share LTIA has a threshold, target and maximum payout. The awards are settled subject to and based upon the achievement of applicable performance objectives over the applicable performance period. If our performance fails to meet the performance threshold, then the awards will not vest and no shares will be issued pursuant to the awards. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the threshold amount (50% of the target number of shares) up to the maximum amount (300.000% of the target number of shares) may be earned. Subject to the performance goal for the applicable performance period being certified in writing by our compensation committee as having been achieved, shares of common stock are issued prior to March 15 following the completion of the performance period. The following table details the activity in our performance share LTIAs for fiscal 2025: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | ​ | ​ ​ ​ | Weighted Average
​ | ​ | Number of | ​ | Grant Date Fair Value
​ | ​ ​ ​ | Performance Shares (1) | ​ ​ ​ ​ ​ | (per share)(2)
Beginning of fiscal 2025 |  | 2,684,106 | ​ | $ | 12.03
Granted |  | 2,321,319 | ​ | $ | 4.44
Vested |  | — | ​ | $ | —
Forfeited |  | (627,314) | ​ | $ | 14.21
End of fiscal 2025 |  | 4,378,111 | ​ | $ | 7.69
(1) | Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 300.000% of the target number of performance shares).
(2) | The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period.
Restricted Stock. The following table details the activity in our restricted stock for fiscal 2025: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | ​ | ​ ​ ​ | Weighted Average
​ | ​ | Number of Shares | ​ | Grant Date Fair Value
​ | ​ ​ ​ | of Restricted Stock | ​ ​ ​ ​ ​ | (per share)(1)
Beginning of fiscal 2025 |  | 689,137 | ​ | $ | 12.86
Granted |  | 767,569 | ​ | $ | 6.60
Vested |  | (390,582) | ​ | $ | 12.22
Forfeited |  | (10,454) | ​ | $ | 9.91
End of fiscal 2025 |  | 1,055,670 | ​ | $ | 8.58
(1) | The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes).
Stock Options. The following table details our stock option activity for fiscal 2025 (dollars in thousands, except per share data): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Weighted Average | ​ | ​
​ | ​ | ​ | ​ | Average | ​ | Contractual Life | ​ | Aggregate
​ | ​ ​ ​ | Options | ​ ​ ​ | Exercise Price | ​ ​ ​ | Remaining (Years) | ​ ​ ​ | Intrinsic Value
Outstanding at beginning of fiscal 2025 |  | 1,773,573 | ​ | $ | 24.35 |  | 6.70 | ​ | $ | —
Granted |  | 398,647 | ​ | $ | 4.15 |  | ​ | ​ | ​ | ​
Exercised |  | — | ​ | $ | — | ​ | ​ | ​ | ​ | ​
Forfeited |  | — | ​ | $ | — | ​ | ​ | ​ | ​ | ​
Expired | ​ | (66,027) | ​ | $ | 30.63 | ​ | ​ | ​ | ​ | ​
Outstanding at end of fiscal 2025 |  | 2,106,193 | ​ | $ | 20.33 |  | 6.56 | ​ | $ | 20
Exercisable at end of fiscal 2025 |  | 807,546 | ​ | $ | 28.23 |  | 4.57 | ​ | $ | —
​ The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following assumptions. Expected volatility was based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The expected term of the options granted represents the period of time that options were expected to be outstanding and is generally based on the “simplified method” in accordance with accounting guidance. We generally utilize the simplified method to determine the expected term of the options as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The assumptions used in the Black-Scholes option-pricing model during fiscal 2025 and fiscal 2024 were as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ | Fiscal 2025 | ​ | Fiscal 2024
Weighted average grant date fair value | $ | 0.41 | ​ ​ ​ | $ | 2.32
Expected volatility | ​ | 53.8% | ​ | ​ | 48.2%
Expected term | ​ | 5.5 years | ​ | ​ | 5.5 years
Risk-free interest rate | ​ | 4.1% | ​ | ​ | 4.4%
Dividend yield | ​ | 18.3% | ​ | ​ | 7.9%
​ Non-Employee Director Grants. Each of our non-employee directors receives an annual grant of common stock as part of his or her non-employee director compensation. These shares fully vest when issued. In addition, each of our non-employee directors is given the option to receive all or a portion of his or her annual board service fee in cash or an equivalent amount of stock options. Such stock options are reflected in the information provided above under “Stock Options.” The following table details the net number of shares of common stock issued by our company during fiscal 2025, 2024 and 2023 for share-based compensation: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Fiscal 2025 | ​ | Fiscal 2024 | ​ | Fiscal 2023
Number of performance shares vested |  | ​ | — | ​ |  | — | ​ |  | 360,926
Shares withheld for tax withholding |  | ​ | — | ​ |  | — | ​ |  | (131,803)
Shares of common stock issued for performance share LTIAs |  | ​ | — | ​ |  | — | ​ |  | 229,123
Shares of common stock issued upon the exercise of stock options | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Shares of common stock issued to non-employee directors for annual equity grants |  | ​ | 222,003 | ​ |  | 116,532 | ​ |  | 81,531
Shares of restricted common stock issued to employees | ​ | ​ | 767,569 | ​ | ​ | 479,746 | ​ | ​ | 329,821
Shares of restricted stock cancelled for tax withholding upon vesting | ​ | ​ | (146,868) | ​ | ​ | (54,668) | ​ | ​ | (14,448)
Shares of restricted stock cancelled upon forfeiture | ​ | ​ | (10,454) | ​ | ​ | (21,229) | ​ | ​ | (2,598)
Net shares of common stock issued |  | ​ | 832,250 | ​ | ​ | 520,381 | ​ | ​ | 623,429
​ The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, restricted stock, stock options, non-employee director stock grants, and other share-based payments) during the last three fiscal years and where that expense is reflected in our consolidated statements of operations (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Fiscal 2025 | ​ ​ ​ | Fiscal 2024 | ​ ​ ​ | Fiscal 2023
Compensation expense included in cost of goods sold | ​ | $ | 1,347 | ​ | $ | 960 | ​ | $ | 633
Compensation expense included in selling, general and administrative expenses | ​ |  | 11,970 | ​ |  | 7,704 | ​ |  | 6,558
Total compensation expense for share-based payments | ​ | $ | 13,317 | ​ | $ | 8,664 | ​ | $ | 7,191
​ As of January 3, 2026, there was $3.5 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2.0 fiscal years, $5.0 million of unrecognized compensation expense related to restricted stock, which is expected to be recognized over the next 2.2 fiscal years, and $1.1 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 2.1 fiscal years.

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