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Stock-Based Compensation
6 Months Ended
Mar. 04, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based CompensationThe Company accounts for all stock-based payments in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation,” as amended. Stock-based compensation expense, net
included in Operating expenses for the thirteen- and twenty-six-week periods ended March 4, 2023 and February 26, 2022 was as follows:
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 4,
2023
February 26,
2022
March 4,
2023
February 26,
2022
Stock options$— $217 $101 $805 
Restricted stock units3,957 3,306 7,668 8,009 
Performance share units 945 889 2,040 1,197 
Associate Stock Purchase Plan77 88 160 178 
Total 4,979 4,500 9,969 10,189 
Deferred income tax benefit(1,259)(1,139)(2,492)(2,476)
Stock-based compensation expense, net$3,720 $3,361 $7,477 $7,713 
Stock Options
The Company discontinued its grants of stock options in fiscal year 2020. The fair value of each option grant in previous fiscal years was estimated on the date of grant using the Black-Scholes option pricing model.
A summary of the Company’s stock option activity for the twenty-six-week period ended March 4, 2023 is as follows:
OptionsWeighted-Average Exercise Price per ShareWeighted-Average Remaining Contractual Term (in
years)
Aggregate Intrinsic Value
Outstanding on September 3, 2022614$78.96 
Granted — 
Exercised (171)74.57 
Canceled/Forfeited/Expired(25)80.40 
Outstanding on March 4, 2023418$80.67 2.0$2,201 
Exercisable on March 4, 2023418$80.67 2.0$2,201 
The aggregate intrinsic value of options exercised, which represents the difference between the exercise price and the market value of Class A Common Stock measured at each individual exercise date, during the twenty-six-week periods ended March 4, 2023 and February 26, 2022 was $1,563 and $3,351, respectively. The unrecognized stock‑based compensation cost related to stock option expense was fully amortized at March 4, 2023.
Performance Share Units
In fiscal year 2020, the Company began granting performance share units (“PSUs”) as part of its long-term stock-based compensation program. PSUs cliff vest after a three year performance period based on the achievement of specific performance goals as set forth in the applicable award agreement. Based on the extent to which the performance goals are achieved, vested shares may range from 0% to 200% of the target award amount.
The following table summarizes all transactions related to PSUs under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “2015 Omnibus Incentive Plan”) and the MSC Industrial Direct Co., Inc. 2023 Omnibus
Incentive Plan (the “2023 Omnibus Incentive Plan”) (based on target award amounts) for the twenty-six-week period ended March 4, 2023:
SharesWeighted-Average Grant Date Fair Value
Non-vested PSUs at September 3, 202288$80.04 
Granted5182.16 
PSU adjustment (1)
476.32 
Vested (26)76.32 
Canceled/Forfeited(1)83.75 
Non-vested PSUs at March 4, 2023 (2)
116$81.84 

(1)PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance goals above or below the performance targets established at grant. One grant goal was achieved at 116% of its target based on fiscal year 2020 through fiscal year 2022 financial results.
(2)Excludes approximately 10 shares of accrued incremental dividend equivalent rights on outstanding PSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan.
The fair value of each PSU is the closing stock price on the New York Stock Exchange (the “NYSE”) of Class A Common Stock on the date of grant. PSUs are expensed over the three year performance period of each respective grant. Forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting PSU forfeitures and records stock-based compensation expense only for PSU awards that are expected to vest. Upon vesting, subject to the achievement of specific performance goals, a portion of the PSU award may be withheld to satisfy the statutory income tax withholding obligation, and the remaining PSUs will be settled in shares of Class A Common Stock. These awards accrue dividend equivalents on the underlying PSUs (in the form of additional stock units) based on dividends declared on Class A Common Stock and these dividend equivalents are paid to the award recipient in the form of unrestricted shares of Class A Common Stock on the vesting dates of the underlying PSUs, subject to the same performance vesting requirements. The unrecognized stock-based compensation cost related to the PSUs at March 4, 2023 was $6,702 and is expected to be recognized over a weighted-average period of 1.9 years.
Restricted Stock Units
A summary of the Company’s non-vested restricted stock unit (“RSU”) award activity under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan for the twenty-six-week period ended March 4, 2023 is as follows:
SharesWeighted-Average Grant Date Fair Value
Non-vested RSUs at September 3, 2022448$79.71 
Granted21582.23 
Vested (162)79.34 
Canceled/Forfeited (8)81.18 
Non-vested RSUs at March 4, 2023 (1)
493$80.90 
(1)Excludes approximately 42 shares of accrued incremental dividend equivalent rights on outstanding RSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan.
The fair value of each RSU is the closing stock price on the NYSE of Class A Common Stock on the date of grant. RSUs are expensed over the vesting period of each respective grant. Forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting RSU forfeitures and records stock-based compensation expense only for RSU
awards that are expected to vest. Upon vesting, a portion of the RSU award may be withheld to satisfy the statutory income tax withholding obligation, and the remaining RSUs will be settled in shares of Class A Common Stock. These awards accrue dividend equivalents on the underlying RSUs (in the form of additional stock units) based on dividends declared on Class A Common Stock and these dividend equivalents are paid to the award recipient in the form of unrestricted shares of Class A Common Stock on the vesting dates of the underlying RSUs. The unrecognized stock-based compensation cost related to the RSUs at March 4, 2023 was $33,190 and is expected to be recognized over a weighted-average period of 2.9 years.