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Stock-Based Compensation
6 Months Ended
Mar. 02, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
The 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 included in Operating expenses for the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023 was as follows:
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2,
2024
March 4,
2023
March 2,
2024
March 4,
2023
Stock options$— $— $— $101 
Restricted stock units (1)
3,777 3,957 8,052 7,668 
Performance share units (1)
832 945 1,653 2,040 
Associate Stock Purchase Plan79 77 184 160 
Stock-based compensation expense4,688 4,979 9,889 9,969 
Deferred income tax benefit(1,079)(1,259)(2,343)(2,492)
Stock-based compensation expense, net$3,609 $3,720 $7,546 $7,477 
(1)Includes equity award acceleration costs associated with associate severance and separation, which are included in Restructuring and other costs in the unaudited Condensed Consolidated Statements of Income for the thirteen- and twenty-six-week periods ended March 2, 2024. See Note 10, “Restructuring and Other Costs” for additional information.
Stock Options
Subsequent to the stock option grant in fiscal year 2019, the Company discontinued its grants of stock options. 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 2, 2024 is as follows:
SharesWeighted-Average Exercise Price per ShareWeighted-Average Remaining Contractual Term (in
years)
Aggregate Intrinsic Value
Outstanding on September 2, 2023218$81.60 
Granted — 
Exercised (103)80.25 
Canceled/Forfeited/Expired— 
Outstanding on March 2, 2024115$82.81 1.5$2,006 
Exercisable on March 2, 2024115$82.81 1.5$2,006 
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 2, 2024 and March 4, 2023 was $1,784 and $1,563, respectively. There were no unrecognized stock‑based compensation costs related to stock options at March 2, 2024.
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 2, 2024:
SharesWeighted-Average Grant Date Fair Value
Non-vested PSUs at September 2, 2023112$81.81 
Granted4597.78 
PSU adjustment (1)
2374.79 
Vested (46)74.79 
Canceled/Forfeited(2)84.31 
Non-vested PSUs at March 2, 2024 (2)
132$88.39 

(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 200% of its target based on fiscal year 2021 through fiscal year 2023 financial results.
(2)Excludes approximately 6 shares of accrued incremental dividend equivalent rights on outstanding PSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan.
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 2, 2024 is as follows:
SharesWeighted-Average Grant Date Fair Value
Non-vested RSUs at September 2, 2023467$80.98 
Granted19198.13 
Vested (186)80.52 
Canceled/Forfeited (17)86.15 
Non-vested RSUs at March 2, 2024 (1)
455$88.19 
(1)Excludes approximately 28 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 PSU and RSU is the closing stock price on the New York Stock Exchange of Class A Common Stock on the date of grant. PSUs are expensed over the three-year performance period of each respective grant and 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 estimated forfeitures. The Company uses historical data to estimate pre-vesting PSU and RSU forfeitures and records stock-based compensation expense only for PSU and RSU awards that are expected to vest. Upon vesting, and, in the case of the PSUs, subject to the achievement of specific performance goals, a portion of the PSU and RSU awards may be withheld to satisfy the statutory income tax withholding obligation, and the remaining PSUs and RSUs will be settled in shares of Class A Common Stock. These awards accrue dividend equivalents on the underlying PSUs and 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 PSUs and RSUs, subject, in the case of the dividend equivalents on the underlying PSUs, to the same performance vesting requirements. The unrecognized stock-based compensation costs related to the PSUs and RSUs at March 2, 2024 were $6,000 and $34,006, respectively, which are expected to be recognized over a weighted-average period of 1.7 and 3.0 years, respectively.