Share-Based Payment Arrangements

12 Months Ended

Dec. 30, 2023

Share-Based Payment Arrangements

(9) Share-Based Payment Arrangements

As of December 30, 2023, the Company has an employee equity incentive plan, the 2011 equity incentive plan (the “2011 EIP”). The Company also has a stock compensation plan for members of its Board of Directors, the 2022 Directors Stock Compensation Plan (the “2022 DSCP”), which replaced the Amended and Restated 2013 Directors Stock Compensation Plan (as amended and restated, the “2013 DSCP”). The provisions of the 2022 DSCP are substantially similar to the provisions of the 2013 DSCP. 6,000,000 shares of the Company’s Common Stock were authorized for issuance under the 2011 EIP and 200,000 shares of the Company’s Common Stock were authorized for issuance under the 2022 DSCP. The 2011 EIP, 2013 DSCP and 2022 DSCP are each referred to herein as a “Plan,” and, collectively, as the “Plans.” Amounts recognized in the financial statements with respect to these Plans are as follows (in thousands):

	Fiscal Years
	2023			2022			2021
Total cost of the Plans during the period	$	4,282		$	12,399		$	27,537
Amount of related income tax benefit recognized during the period		(3,622	)		(5,199	)		(7,063	)
Net cost of the Plans during the period	$	660		$	7,200		$	20,474

Included in income tax benefits recognized in the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021 were excess tax benefits from stock-based awards of $2,830,000, $2,948,000 and $1,057,000, respectively.

As of December 30, 2023, there were 187,260 shares of the Company’s Common Stock reserved for issuance under the 2022 DSCP and 3,014,145 shares of the Company’s Common Stock reserved for issuance under the 2011 EIP.

Restricted Stock Units

The following table summarizes information regarding the Company’s outstanding restricted stock unit (“RSU”) awards with either a performance condition or a market condition under the Plans:

	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at December 26, 2020		183,213		$	93.44
Granted		46,342		$	128.64
Shares earned in excess of target (1)		7,132		$	31.97
Vested shares, including shares earned in excess of target		(24,600	)	$	59.85
Forfeited		(2,688	)	$	107.76
Outstanding at December 25, 2021		209,399		$	102.90
Granted		50,019		$	139.44
Shares earned in excess of target (2)		91,497		$	92.58
Vested shares, including shares earned in excess of target		(177,146	)	$	95.48
Forfeited		(21,989	)	$	113.85
Outstanding at December 31, 2022		151,780		$	115.80
Granted		41,638		$	164.91
Shares earned in excess of target (3)		79,176		$	98.39
Vested shares, including shares earned in excess of target		(137,861	)	$	97.97
Forfeited		(2,011	)	$	142.67
Outstanding at December 30, 2023		132,722		$	138.93

 

(1) Represents shares earned in excess of target under the May 1, 2015 RSU award as total shareholder return exceeded the target under the award.

(2) Represents additional shares earned under each of the February 2, 2017, February 2, 2018 and February 1, 2019 RSU awards, as fiscal year 2021 financial results exceeded target performance level under each such award.

(3) Represents additional shares earned (i) under the February 1, 2019 and January 31, 2020 RSU awards as fiscal year 2022 financial results exceeded target performance level and (ii) under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards.

During fiscal years 2021, 2022 and 2023, the Company granted RSUs with a performance condition.

RSUs with a performance condition granted on February 3, 2023 may vest on January 31 of 2026, 2027 and 2028 based on growth in operating income and pre-tax income per diluted share from continuing operations as compared to the results from the 2022 fiscal year. RSUs with a performance condition granted on January 28, 2022 may vest on January 31 of 2025, 2026 and 2027 based on growth in operating income and pre-tax income per diluted share from continuing operations as compared to the results from the 2021 fiscal year. RSUs with a performance condition granted on January 29, 2021 may vest on January 31 of 2024, 2025 and 2026 based on growth in operating income and pre-tax income per diluted share from continuing operations as compared to the results from the 2020 fiscal year, adjusted to reflect the add back of non-cash impairment charges recorded in the Company’s 2020 fiscal year related to certain assets, primarily customer contract and related customer relationship intangible assets, held by the Company’s Mexican subsidiaries. At the time of grant, the target number of common shares available for issuance under the February 3, 2023, January 28, 2022 and January 29, 2021 grants equals 100% of the number of RSUs granted, and the maximum number of common shares available for issuance under the February 3, 2023, January 28, 2022 and January 29, 2021 grants equals 200% of the number of RSUs credited to the recipient. In the event actual results exceed the target, the number of shares that will be granted will exceed the number of RSUs granted. The fair value of an RSU with a performance condition was determined based on the market value of the Company’s Common Stock on the date of grant, discounted for lack of marketability for a minimum post-vesting holding requirement. The discount rate due to lack of marketability used for RSU award grants with a performance condition for all periods was 7%. With respect to RSU awards with a performance condition, the Company reports compensation expense over the life of the award based on an estimated number of units that will vest over the life of the award, multiplied by the fair value of an RSU at the time of grant.

The Company recognized approximately $581,000, $9,100,000 and $24,197,000 of share-based compensation expense related to RSU awards in fiscal years 2023, 2022 and 2021, respectively. As of December 30, 2023, there was a maximum of $30.2 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.2 years. With respect to RSU awards with a performance condition, the amount of future compensation expense to be recognized will be determined based on future operating results.

Non-vested Restricted Stock and Deferred Stock Units

The 2011 EIP provides the Compensation Committee of the Board of Directors with the authority to issue shares of Common Stock of the Company, subject to certain vesting and other restrictions on transfer (“restricted stock”).

The following table summarizes information regarding the Company’s outstanding shares of non-vested restricted stock and Deferred Stock Units (defined below) under the Plans:

	Number of Shares and Deferred Stock Units			Weighted Average Grant Date Fair Value
Non-vested at December 26, 2020		60,440		$	103.65
Granted		26,351		$	150.20
Vested		(29,055	)	$	104.35
Forfeited		(1,300	)	$	97.81
Non-vested at December 25, 2021		56,436		$	125.16
Granted		25,354		$	152.54
Vested		(27,074	)	$	122.68
Forfeited		(6,921	)	$	144.45
Non-vested at December 31, 2022		47,795		$	138.30
Granted		22,714		$	179.32
Vested		(24,161	)	$	138.35
Non-vested at December 30, 2023		46,348		$	158.38

The fair value of each share of non-vested restricted stock issued and Deferred Stock Unit granted under the Plans is based on the fair value of a share of the Company’s Common Stock on the date of grant. Shares of non-vested restricted stock are generally subject to vesting in three equal annual installments either on the first, second and third anniversary of the date of grant or the third, fourth and fifth anniversary of the date of the grant, or 100% on the first, third or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2022 DSCP, each recipient may elect to defer receipt of shares and instead receive restricted stock units (“Deferred Stock Units”), which represent contingent rights to receive shares of the Company’s Common Stock on the date of recipient separation from service from the Board of Directors, or, if earlier, upon a change in control event of the Company. Deferred Stock Units become vested 100% on the first anniversary of the date of the grant. Deferred Stock Units do not represent actual ownership in shares of the Company’s Common Stock and the recipient does not have voting rights or other incidents of ownership until the shares are issued. However, Deferred Stock Units do contain the right to receive dividend equivalent payments prior to settlement into shares.

As of December 30, 2023, there was $3,821,000 of total unrecognized compensation cost related to non-vested shares of restricted stock and Deferred Stock Units granted under the Plans. The unrecognized compensation cost related to these non-vested shares of restricted stock and Deferred Stock Units is expected to be recognized over a weighted average period of 1.9 years.

Stock Options

The Company did not grant any stock options during its 2021, 2022 or 2023 fiscal years. Options outstanding under the Plans generally become exercisable in either five equal annual installments commencing on the first anniversary of the date of grant or 100% on the fifth anniversary from the date of grant, subject to acceleration in certain circumstances. All options granted under the Plans expire on the tenth anniversary of the date of grant. Under the Plans, the exercise price of each option equals the fair market value of the Company’s Common Stock on the date of grant.

The fair value of each option grant on its grant date was calculated using the Black-Scholes option pricing model. The Company utilized historical data, including exercise patterns and employee departure behavior, in estimating the term that options will be outstanding. Expected volatility was based on historical volatility and other factors, such as expected changes in volatility arising from planned changes to the Company’s business, if any. The risk-free interest rate was based on the yield of zero coupon U.S. Treasury bonds for terms that approximated the terms of the options granted.

The following table summarizes information regarding the Company’s outstanding stock options under the Plans:

	Options Outstanding					Options Exercisable
	Number of Options			Weighted Average Exercise Price per Share		Number of Options		Weighted Average Exercise Price per Share
Options at December 26, 2020		17,650		$	54.16		17,650	$	54.16
Exercised		(9,080	)	$	52.97
Options at December 25, 2021		8,570		$	55.42		8,570	$	55.42
Exercised		(6,670	)	$	55.14
Options at December 31, 2022		1,900		$	56.40		1,900	$	56.40
Exercised		(1,900	)	$	56.40
Options at December 30, 2023		—					—

The total intrinsic value of stock options exercised during fiscal years 2023, 2022 and 2021 was $218,000, $704,000 and $965,000, respectively.

As of December 30, 2023, there was no unrecognized compensation cost related to non-vested stock options granted under the Plans and no outstanding options issued by the Company.

Directors’ Stock Compensation Plan

Directors of the Company who are not employees of the Company (each an “Eligible Director”) are entitled under the 2022 DSCP to receive a grant of such number of restricted shares of the Company’s Common Stock or Deferred Stock Units equal to the quotient of $150,000 divided by the fair market value of a share of Common Stock on the date immediately following the date of each annual

meeting of the stockholders of the Company (an “Annual Meeting”). Each eligible Director was previously entitled under the 2013 DSCP to receive a grant of such number of restricted shares of the Company’s Common Stock or Deferred Stock Units equal to the quotient of $110,000 divided by the fair market value of a share of Common Stock on the date immediately following the date of each Annual Meeting. In fiscal year 2023, 5,957 restricted shares were granted to Eligible Directors. In fiscal year 2022, 7,063 restricted shares were granted to Eligible Directors. In fiscal year 2021, 3,804 restricted shares were granted to Eligible Directors. Restricted shares granted in 2021, 2022 and 2023 vest on the date of the next Annual Meeting. During fiscal years 2023, 2022 and 2021, $1,050,000, $964,000 and $669,000, respectively, of compensation cost was recorded for the grant of these restricted shares and Deferred Stock Units.