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Stock-Based Compensation Plans
 9 Months Ended
Feb. 22, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Plans Stock-Based Compensation Plans
General
The Company's stockholders approved the Resources Connection, Inc. 2020 Performance Incentive Plan (the “2020 Plan”) on October 22, 2020, which replaced and succeeded in its entirety the Resources Connection, Inc. 2014 Performance Incentive Plan (the “2014 Plan”). On October 17, 2024, the Company’s stockholders approved an amendment and restatement of the 2020 Plan, which increased the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by 815,000 shares. Executive officers and certain employees, as well as non-employee directors of the Company and certain consultants and advisors are eligible to participate in the 2020 Plan. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2020 Plan equals: (1) 815,000 shares, plus (2) 1,797,440 (which represents the number of shares that were available for additional award grant purposes under the 2014 Plan immediately prior to the termination of the authority to grant new awards under the 2014 Plan as of October 22, 2020), plus (3) the number of shares subject to stock options granted under the 2014 Plan or the Resources Connection, Inc. 2004 Performance Incentive Plan (together with the 2014 Plan, the “Prior Plans”) and outstanding as of October 22, 2020 which expire, or for any reason are cancelled or terminated, after that date without being exercised, plus (4) the number of any shares subject to RSAs and RSUs granted under the Prior Plans that are outstanding and unvested as of October 22, 2020 which are forfeited, terminated, cancelled, or otherwise reacquired after that date without having become vested.
Awards under the 2020 Plan may include, but are not limited to, stock options, stock appreciation rights, restricted stock, performance stock, stock units, stock bonuses and other forms of awards granted or denominated in shares of common stock or units of common stock, as well as certain cash bonus awards. Historically, the Company has granted RSAs and RSUs under the 2020 Plan that typically vest in equal annual installments, and PSUs under the 2020 Plan that vest upon the achievement of certain Company-wide performance targets at the end of the defined performance period. Stock option grants typically terminate ten years from the date of grant. Vesting periods for RSAs, RSUs and stock option awards range from three to four years. The performance periods for the PSUs are three years. As of February 22, 2025, there were 1,126,960 shares available for further award grants under the 2020 Plan (with outstanding PSUs counted for this purpose based on the target number of shares granted).
Stock-Based Compensation Expense
Stock-based compensation expense included in selling, general and administrative expenses was $1.9 million and $1.2 million for the three months ended February 22, 2025 and February 24, 2024, respectively, and $5.4 million and $4.2 million for the nine months ended February 22, 2025 and February 24, 2024, respectively. These amounts consisted of stock-based compensation expense related to employee stock options, RSAs, RSUs and PSUs under the 2020 Plan and Prior Plans, employee stock purchases made via the ESPP, and stock units credited under the Directors Deferred Compensation Plan. The Company recognized a tax benefit of $0.4 million and $0.2 million associated with such stock-based compensation expense during the three months ended February 22, 2025 and February 24, 2024, respectively, and $1.3 million and $0.8 million during the nine months ended February 22, 2025 and February 24, 2024, respectively.
The Company recognizes stock-based compensation expense on time-vesting equity awards ratably over the applicable vesting period based on the grant date fair value, net of estimated forfeitures. Expense related to the liability-classified awards reflects the change in fair value during the reporting period. The number of PSUs earned at the end of the applicable performance period may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. During each reporting period, the Company uses the latest forecasted results to estimate the number of shares to be issued at the end of the performance period. Any resulting changes to stock compensation expense are adjusted in the period in which the change in estimates occur.
Stock Options
The following table summarizes the stock option activity for the nine months ended February 22, 2025 (in thousands, except weighted-average exercise price):
Number of Options
Weighted-Average
Exercise Price
Awards outstanding at May 25, 20242,185$16.36 
Exercised— $— 
Forfeited— $— 
Expired(464)$14.61 
Awards outstanding at February 22, 20251,721$16.91 
Exercisable at February 22, 20251,721$16.91 
Vested and expected to vest at February 22, 2025 (1)1,721$16.91 
(1)The options expected to vest are the result of applying the pre-vesting forfeiture rate assumptions to options not yet vested. As of February 22, 2025, all outstanding options have vested.
As of February 22, 2025, there was no unrecognized compensation cost related to outstanding employee stock options.
Employee Stock Purchase Plan
On October 20, 2022, the Company’s stockholders approved an amendment and restatement of the 2019 ESPP that increased the number of shares authorized for issuance under the ESPP by 1,500,000, resulting in a maximum number of shares of the Company’s common stock authorized for issuance under the ESPP of 3,325,000 shares.
The Company’s ESPP allows qualified employees (as defined in the ESPP) to purchase designated shares of the Company’s common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. The Company issued 492,858 and 455,678 shares of common stock pursuant to the ESPP during the nine months ended months ended February 22, 2025 and February 24, 2024, respectively. There were 830,388 shares of common stock available for issuance under the ESPP as of February 22, 2025.
Restricted Stock Awards
The following table summarizes the activities for the unvested RSAs for the nine months ended February 22, 2025 (in thousands, except weighted-average grant-date fair value):
Shares
Weighted-Average
Grant-Date Fair Value
Unvested at May 25, 2024223$15.84 
Granted149$8.91 
Vested(103)$16.41 
Forfeited—$— 
Unvested as of February 22, 2025269$11.80 
Expected to vest as of February 22, 2025259$11.68 
As of February 22, 2025, there was $2.7 million of total unrecognized compensation costs related to unvested RSAs. The cost is expected to be recognized over a weighted-average period of 1.68 years.
Restricted Stock Units
The Company may issue either equity-classified RSUs, which are awards granted to employees under the 2020 Plan that settle in shares of the Company’s common stock, or liability-classified RSUs, which are awards credited to board of director members under the Directors Deferred Compensation Plan that settle in cash.
The following table summarizes the activities for the unvested RSUs, including both equity- and liability-classified RSUs, for the nine months ended February 22, 2025 (in thousands, except weighted-average grant-date fair value):
Equity-Classified RSUsLiability-Classified RSUsTotal RSUs
 SharesWeighted-Average Grant-Date Fair ValueSharesWeighted-Average Grant-Date Fair ValueSharesWeighted-Average Grant-Date Fair Value
Unvested at May 25, 2024615$14.91 48 $15.64 663 $14.96 
Granted (1)
1,035$10.04 41 $8.85 1,076 $9.99 
Vested(255)$14.54 (26)$13.82 (281)$14.47 
Forfeited(88)$13.28 —$— (88)$13.28 
Unvested as of February 22, 20251,307$11.27 63 $11.95 1,370 $11.30 
Expected to vest as of February 22, 20251,087$11.28 63 $11.95 1,150 $11.32 
(1)Dividend equivalents are included in the granted shares.
As of February 22, 2025, there was $9.9 million of total unrecognized compensation costs related to unvested equity-classified RSUs. The cost is expected to be recognized over a weighted-average period of 2.25 years.
As of February 22, 2025, there was $0.7 million of total unrecognized compensation costs related to unvested liability-classified RSUs. The cost is expected to be recognized over a weighted-average period of 1.92 years.
Performance Stock Units
The Company has issued PSUs to certain members of management and other select employees. The total number of shares that would vest under the PSUs will be determined at the end of the applicable three-year performance period based on the Company’s achievement of certain revenue and Adjusted EBITDA (which is calculated on a consolidated basis and defined as described below in Note 14 – Segment Information and Enterprise Reporting) percentage targets over the applicable performance period. The total number of shares that may be earned for these awards based on performance over the performance period ranges from zero to 150% of the target number of shares.
The following table summarizes the activities for the unvested PSUs for the nine months ended February 22, 2025 (in thousands, except weighted-average grant-date fair value):
Shares (1)
 
Weighted-Average
Grant-Date Fair Value
Unvested at May 25, 2024621$16.15 
Granted (2)
352$9.12 
Vested(164)$18.41 
Forfeited(100)$14.02 
Unvested as of February 22, 2025709$12.58 
Expected to vest as of February 22, 2025670$12.50 
(1)Shares are presented in this table at the stated target, which represents the base number of shares that would vest over the applicable performance period. Actual shares that vest may be zero to 150% of the target based on the achievement of the specific company-wide performance targets.
(2)Dividend equivalents are included in the granted shares.
As of February 22, 2025, there was $2.7 million of total unrecognized compensation costs related to unvested PSUs. The cost is expected to be recognized over a weighted-average period of 2.26 years.