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SHARE-BASED COMPENSATION
9 Months Ended
Apr. 04, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
SHARE-BASED COMPENSATION

10.

SHARE-BASED COMPENSATION

 

The following table presents the components of share-based compensation expense by award type.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

April 4,

 

 

March 29,

 

 

April 4,

 

 

March 29,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Restricted stock awards

 

$

377

 

 

$

378

 

 

$

1,182

 

 

$

898

 

Performance stock units

 

 

525

 

 

 

(219

)

 

 

1,003

 

 

 

(204

)

Stock options

 

 

 

 

 

 

 

 

 

 

 

9

 

Share-based compensation expense

 

$

902

 

 

$

159

 

 

$

2,185

 

 

$

703

 

 

Restricted Stock Awards

During the nine months ended April 4, 2021, the Company granted 88,786 restricted stock awards (“RSAs”) to the Company’s non-executive directors, officers and certain other key employees. Generally, the shares of restricted stock granted during the nine months ended April 4, 2021, vest pro-rata over three years for officers and certain other key employees and over one year for non-executive directors. The Company determined the fair value of the shares awarded by using the close price of our common stock as of the date of grant. The weighted average grant date fair value of RSAs granted in the nine months ended April 4, 2021, was $20.06 per share.

The following table summarizes the status of nonvested RSAs as of April 4, 2021, and changes during the nine months then ended.

 

 

 

 

 

 

 

Average

 

 

 

Nonvested

 

 

Grant-Date

 

 

 

Restricted

 

 

Fair Value

 

 

 

Shares

 

 

(per share)

 

Nonvested at June 30, 2020

 

 

106,894

 

 

$

18.01

 

Granted

 

 

88,786

 

 

 

20.06

 

Vested

 

 

(53,831

)

 

 

18.03

 

Forfeited

 

 

(8,673

)

 

 

19.29

 

Nonvested at April 4, 2021

 

 

133,176

 

 

 

19.28

 

 

 

As of April 4, 2021, there was $1.6 million of total unrecognized compensation expense related to nonvested RSAs.  The Company expects this expense to be recognized over a weighted average period of 1.7 years.

Performance Stock Units

Performance stock units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of the Company’s stockholders, and to create long-term stockholder value. The awards will be earned based on the Company’s achievement of certain performance criteria over a three-year performance period. The performance period for the awards commences on July 1 of the fiscal year in which they were granted and continue for a three-year period, ending on June 30 of the applicable year. The probability of achieving the performance criteria is assessed quarterly. Following the determination of the Company’s achievement with respect to the performance criteria, the number of shares awarded is subject to further adjustment based on the application of a total shareholder return (“TSR”) modifier. The grant date fair value is determined based on both the probability assessment of the Company achieving the performance criteria and an estimate of the expected TSR modifier. The TSR modifier estimate is determined using a Monte Carlo Simulation model, which considers the likelihood of numerous possible outcomes of long-term market performance. Compensation expense related to nonvested PSUs is recognized ratably over the performance period.

Supplemental PSUs

On July 16, 2020, after consulting with outside compensation advisors and outside legal counsel, reviewing market data and benchmarking expected relative compensation to the market data, the Company’s Compensation Committee made the decision to grant additional PSUs under the Long-term Incentive Plan (“LTIP Program”) to certain of the Company’s officers, (the “Supplemental PSUs”). The “Performance Period” for the Supplemental PSUs is a two-year period commencing July 1, 2020 and ending June 30, 2022. The Supplemental PSUs were granted to attract and motivate key employees whose existing fiscal 2019 and fiscal 2020 PSU grants (the “Existing PSUs”) were unlikely to achieve minimum performance goals due to the unprecedented effects of the COVID-19 pandemic.

The number of Supplemental PSUs that a grantee earns for the performance period will be determined by multiplying the target award by the product of (i) the Composite Payout Percentage and (ii) the Relative TSR Modifier. The “Composite Payout Percentage” is calculated based on the Company’s Total Market Share Percentage, Total Consumer Satisfaction Index Percentage and Total Dealer Inventory Turnover Percentage (each as defined in the Supplemental PSU Award Agreement). Following the determination of the Company’s achievement with respect to the Composite Payout Percentage over the Performance Period, the vesting of each award will be subject to adjustment based upon the application of a Relative TSR Modifier. The Supplemental PSUs are capped at 90% of the Existing PSUs’ original fair value and would be reduced for any shares issuable upon satisfaction of the performance criteria pursuant to the Existing PSUs.  As of April 4, 2021, the probability of achieving the performance goals for the Existing PSUs has improved, which would in turn reduce the potentially issuable shares under the Supplemental PSU to zero.

The following table summarizes the status of nonvested PSUs as of April 4, 2021, and changes during the nine months then ended.

 

 

 

 

 

 

 

Average

 

 

 

Nonvested

 

 

Grant-Date

 

 

 

Performance

 

 

Fair Value

 

 

 

Stock Units

 

 

(per share)

 

Nonvested at June 30, 2020

 

 

67,404

 

 

$

20.02

 

Granted

 

 

123,096

 

 

 

22.11

 

Vested

 

 

-

 

 

 

-

 

Forfeited

 

 

(15,588

)

 

 

20.25

 

Nonvested at April 4, 2021

 

 

174,912

 

 

 

21.47

 

 

As of April 4, 2021, there was $1.4 million of total unrecognized compensation expense related to nonvested PSUs.  The Company expects this expense to be recognized over a weighted average period of 2.0 years.