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Share-Based Payments | 12 Months Ended
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Dec. 28, 2024
Share-Based Payment Arrangement [Abstract] |
Share-Based Payments | Note 15 – Share-Based Payments Stock-Based Employee Awards The Company previously sponsored a shareholder-approved stock incentive plan (the “2020 Plan”) and on May 22, 2024, the Company's shareholders approved a new stock incentive plan (the "2024 Plan"), which replaced the 2020 Plan. The 2024 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, dividend equivalent rights, and other stock-based and stock-related awards to directors, employees, or contractors of the Company, as determined by the Compensation Committee of the Board of Directors. Holders of restricted stock and stock awards issued under the 2024 Plan are entitled to participate in dividends, payable upon the vesting of the underlying awards. The 2024 Plan provided for 2,144,000 shares, and as of December 28, 2024, a total of 1,727,207 shares remained unissued under the 2024 Plan. In the event of a "Change in Control", as defined by the Plan, all outstanding unvested shares of restricted stock vest immediately, while outstanding unvested shares of performance share units vest immediately on a pro-rata basis. Restricted Stock Restricted stock awards and restricted stock units granted to Associates vest ratably over a three-year service period and over one year for grants to members of the Board of Directors. Awards and units are subject to forfeiture and certain transfer restrictions prior to vesting. Compensation expense, representing the fair value of the stock at the measurement date of the award, is recognized over the required service period. The following table summarizes restricted stock activity for 2024, 2023 and 2022:
| Restricted |  |  | Weighted Average |  |  | Restricted |  |  | Weighted Average |
| Stock |  |  | Grant-Date |  |  | Stock |  |  | Grant-Date |
| Awards |  |  | Fair Value |  |  | Units |  |  | Fair Value |
Outstanding and nonvested at January 1, 2022 |  |  | 1,031,837 |  |  | $ |  | 17.56 |  |  |  |  | — |  |  | $ |  | — |
Granted |  |  | 391,334 |  |  |  |  | 28.63 |  |  |  |  | — |  |  |  |  | — |
Vested |  |  | (470,145 | ) |  |  |  | 17.92 |  |  |  |  | — |  |  |  |  | — |
Forfeited |  |  | (89,963 | ) |  |  |  | 20.71 |  |  |  |  | — |  |  |  |  | — |
Outstanding and nonvested at December 31, 2022 |  |  | 863,063 |  |  |  |  | 22.05 |  |  |  |  | — |  |  |  |  | — |
Granted |  |  | 447,910 |  |  |  |  | 26.95 |  |  |  |  | — |  |  |  |  | — |
Vested |  |  | (432,549 | ) |  |  |  | 21.16 |  |  |  |  | — |  |  |  |  | — |
Forfeited |  |  | (58,967 | ) |  |  |  | 25.96 |  |  |  |  | — |  |  |  |  | — |
Outstanding and nonvested at December 30, 2023 |  |  | 819,457 |  |  |  |  | 24.92 |  |  |  |  | — |  |  |  |  | — |
Granted |  |  | — |  |  |  |  | — |  |  |  |  | 610,842 |  |  |  |  | 20.28 |
Vested |  |  | (468,785 | ) |  |  |  | 23.14 |  |  |  |  | (15,490 | ) |  |  |  | 20.41 |
Forfeited |  |  | (25,444 | ) |  |  |  | 27.15 |  |  |  |  | (31,881 | ) |  |  |  | 20.41 |
Outstanding and nonvested at December 28, 2024 |  |  | 325,228 |  |  | $ |  | 27.32 |  |  |  |  | 563,471 |  |  | $ |  | 20.27 |
The total intrinsic value of restricted stock award shares vested was $9.7 million, $11.7 million and $14.3 million in 2024, 2023 and 2022, respectively. The total intrinsic value of restricted stock units vested was $0.3 million in 2024. As of December 28, 2024, total unrecognized compensation cost related to nonvested restricted stock awards and restricted stock units granted under the Company's stock incentive plans is $3.1 million and $6.4 million, respectively, and is expected to be recognized over a weighted average period of 1.0 years and 2.1 years, respectively. Performance Share Units Performance share units were awarded to certain officers and key Associates in 2024 and 2023. The vesting of these awards is contingent upon meeting certain performance metrics over a three year period, which include adjusted EPS and return on invested capital for the 2023 awards and adjusted EPS and net sales for the 2024 grants. The quantity of shares awarded ranges from 0% to 200% of “Target,” as defined in the award agreement, based on the achievement against the performance metrics. Stock-based compensation expense is recorded over the performance period and is reevaluated at each reporting date based on the probability of the achievement of the performance metrics. The fair value of performance shares is based on the Company’s stock price on the date of grant. Performance share unit awards have a three-year cliff vest, subject to achievement of the performance metrics. Awards are subject to forfeiture and certain transfer restrictions prior to vesting. The following table summarizes performance share unit activity for 2024 and 2023:
| Performance |  |  | Weighted Average |
| Share |  |  | Grant-Date |
| Units |  |  | Fair Value |
Outstanding and nonvested at December 31, 2022 |  |  | — |  |  | $ |  | — |
Granted |  |  | 299,840 |  |  |  |  | 27.01 |
Forfeited |  |  | (9,530 | ) |  |  |  | 27.24 |
Outstanding and nonvested at December 30, 2023 |  |  | 290,310 |  |  | $ |  | 27.00 |
Granted |  |  | 422,786 |  |  |  |  | 20.56 |
Forfeited |  |  | (34,531 | ) |  |  |  | 23.24 |
Outstanding and nonvested at December 28, 2024 |  |  | 678,565 |  |  | $ |  | 23.18 |
As of December 28, 2024, total unrecognized compensation cost related to nonvested performance share unit awards granted under the Company's stock incentive plans is $6.4 million and is expected to be recognized over a weighted average period of 2.0 years. Stock-Based Compensation Expense Stock-based compensation expense recognized and included in “Selling, general and administrative expenses” in the consolidated statements of earnings, and related tax benefits were as follows:
(In thousands) |  |  |  | 2024 |  |  | 2023 |  |  | 2022 |
Restricted stock award expense |  |  |  | $ |  | 5,418 |  |  | $ |  | 10,220 |  |  | $ |  | 8,308 |
Restricted stock unit expense |  |  |  |  |  | 5,399 |  |  |  |  | — |  |  |  |  | — |
Performance share unit expense |  |  |  |  |  | (162 | ) |  |  |  | 2,048 |  |  |  |  | — |
Income tax benefit |  |  |  |  |  | (2,776 | ) |  |  |  | (4,199 | ) |  |  |  | (4,094 | )
Stock-based compensation expense, net of tax |  |  |  | $ |  | 7,879 |  |  | $ |  | 8,069 |  |  | $ |  | 4,214 |
Stock-based compensation expense is recognized net of estimated forfeitures, determined based on historical experience. The Company recognized tax deductions of $10.8 million, $12.2 million and $14.7 million related to the vesting of restricted stock and performance share units in 2024, 2023 and 2022, respectively. The Company sponsors an associate stock purchase plan covering 300,000 shares of SpartanNash common stock and enables eligible Associates of the Company to purchase shares at 85% of the fair market value. The Company has determined this represents compensation expense in accordance with ASC 718, Compensation – Stock Compensation. As of December 28, 2024, 128,777 shares have been issued under the Plan. Stock Warrant On October 7, 2020, in connection with its entry into a commercial agreement with Amazon.com, Inc. (“Amazon”), the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon, a warrant to acquire up to an aggregate of 5,437,272 shares of the Company’s common stock (the “Warrant”), subject to certain vesting conditions. Warrant shares totaling 1,087,455 shares vested upon the signing of the commercial agreement and had a grant date fair value of $5.51 per share. Warrant shares totaling up to 4,349,817 shares may vest in connection with conditions defined by the terms of the Warrant, as Amazon makes payments to the Company in connection with the commercial supply agreement, in increments of $200 million, and had a grant date fair value of $5.33 per share. Upon vesting, shares may be acquired at an exercise price of $17.7257. The Warrant contains customary anti-dilution, down-round and change-in-control provisions. The right to purchase shares in connection with the Warrant expires on October 7, 2027. Non-cash share-based payment expense associated with the Warrant is recognized as vesting conditions are achieved, based on the grant date fair value of the Warrant. The following table summarizes the Warrant activity for 2024, 2023 and 2022:
|  |  |  |  |  |  |  | Warrant |
Outstanding and nonvested at January 1, 2022 |  |  |  |  |  |  |  |  | 3,914,833 |
Vested |  |  |  |  |  |  |  |  | (434,984 | )
Outstanding and nonvested at December 31, 2022 |  |  |  |  |  |  |  |  | 3,479,849 |
Vested |  |  |  |  |  |  |  |  | (217,492 | )
Outstanding and nonvested at December 30, 2023 |  |  |  |  |  |  |  |  | 3,262,357 |
Vested |  |  |  |  |  |  |  |  | (217,492 | )
Outstanding and nonvested at December 28, 2024 |  |  |  |  |  |  |  |  | 3,044,865 |
Warrant expense recognized as a reduction of “Net sales” in the consolidated statements of earnings, and related tax benefits were as follows:
(In thousands) |  |  |  | 2024 |  |  | 2023 |  |  | 2021 |
Warrant expense |  |  |  | $ |  | 868 |  |  | $ |  | 1,559 |  |  | $ |  | 2,158 |
Tax benefits |  |  |  |  |  | (71 | ) |  |  |  | (133 | ) |  |  |  | (203 | )
Warrant expense, net of tax |  |  |  | $ |  | 797 |  |  | $ |  | 1,426 |  |  | $ |  | 1,955 |
As of December 28, 2024, total unrecognized cost related to non-vested warrants was $16.1 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 2.8 years. Warrants representing 2,392,407 shares are vested and exercisable. As of December 28, 2024, non-vested warrant shares had an intrinsic value of $1.5 million, and vested warrant shares had an intrinsic value of $1.2 million.

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