Stock-Based Compensation

12 Months Ended

Jan. 03, 2023

16. Stock-Based Compensation

We maintain stock-based incentive plans under which incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units may be granted to staff members, consultants and non-employee directors. Our current practice is to issue new shares, rather than treasury shares, upon stock option exercises, for restricted share grants and upon vesting of restricted share units. To date, we have only granted non-qualified stock options, restricted shares and restricted share units of common stock under these plans.

On March 24, 2022, our Board approved an amendment to our The Cheesecake Factory Incorporated Stock Incentive Plan to increase the number of shares of common stock reserved for grant under the plan to 19.8 million shares from 17.5 million shares. This amendment was approved by our stockholders at our annual meeting held on May 23, 2022. Approximately 4.7 million of these shares were available for grant as of January 3, 2023.

Stock options generally vest at 20% per year and expire eight to ten years from the date of grant. Restricted shares and restricted share units generally vest between three to five years from the date of grant and require that the staff member remains employed in good standing with the Company as of the vesting date. Certain restricted share units granted to executive officers contain performance-based vesting conditions. Performance goals are determined by the Board of Directors. The quantity of units that will vest ranges from 0% to 150% based on the level of achievement of the performance conditions. Equity awards for certain executive officers may vest earlier in the event of a change of control in which the acquirer fails to assume or continue such awards, as defined in the plan, or under certain circumstances described in such executive officers’ respective employment agreements. Compensation expense is recognized only for those options, restricted shares and restricted share units expected to vest, with forfeitures estimated based on our historical experience and future expectations.

The following table presents information related to stock-based compensation, net of forfeitures (in thousands):


	Fiscal Year
	2022		2021		2020

Labor expenses	$	9,590	$	8,856	$	7,753
Other operating costs and expenses		321		311		309
General and administrative expenses		14,515		13,821		13,288
Total stock-based compensation		24,426		22,988		21,350
Income tax benefit		6,026		5,646		5,245
Total stock-based compensation, net of taxes	$	18,399	$	17,342	$	16,105

Capitalized stock-based compensation ⁽¹⁾	$	226	$	194	$	207

(1)

It is our policy to capitalize the portion of stock-based compensation costs for our internal development department that relates to capitalizable activities such as the design and construction of new restaurants, remodeling existing locations and equipment installation. Capitalized stock-based compensation is included in property and equipment, net on the consolidated balance sheets.

Stock Options

We did not issue any stock options during fiscal 2022 or 2021. The weighted-average fair value at the grant date for options issued during fiscal 2020 was $6.66 per share. The fair value of options issued was estimated utilizing the Black-Scholes valuation model with the following weighted-average assumptions: (a) an expected option term of 6.9 years, (b) expected stock price volatility of 25.7%, (c) a risk-free interest rate of 1.5% and (d) a dividend yield on our stock of 3.6%.

The expected option term represents the estimated period of time until exercise and is based on historical experience of similar options, giving consideration to the contractual terms, vesting schedules and expectations of future staff member behavior. Expected stock price volatility is based on a combination of the historical volatility of our stock and the implied volatility of actively traded options on our common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with an equivalent remaining term. The dividend yield is based on anticipated cash dividend payouts.

Stock option activity during fiscal 2022 was as follows:


				Weighted-
				Average
		Weighted-		Remaining
		Average		Contractual	Aggregate
	Shares	Exercise Price		Term	Intrinsic Value ⁽¹⁾
	(In thousands)	(Per share)		(In years)	(In thousands)
Outstanding at beginning of year	1,716	$	46.14	5.1	$	0
Granted	—	$	—
Exercised	(2)	$	40.16
Forfeited or cancelled	(29)	$	48.19
Outstanding at end of year	1,685	$	46.11	4.2	$	0

Exercisable at end of year	1,119	$	48.10	3.2	$	0

(1)

Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised their options on the fiscal year-end date.

The total intrinsic value of options exercised during fiscal 2022, 2021 and 2020 was $4.9 million, $7.1 million and $0.1 million, respectively. As of January 3, 2023, total unrecognized stock-based compensation expense related to unvested stock options was $2.5 million, which we expect to recognize over a weighted-average period of approximately 1.7 years.

Restricted Shares and Restricted Share Units

Restricted share and restricted share unit activity during fiscal 2022 was as follows:


		Weighted-
		Average
	Shares	Fair Value
	(In thousands)	(Per share)
Outstanding at beginning of year	2,123	$	44.82
Granted	941	$	36.84
Vested	(407)	$	45.35
Forfeited	(145)	$	41.53
Outstanding at end of year	2,512	$	41.93

Fair value of our restricted shares and restricted share units is based on our closing stock price on the date of grant. The weighted-average fair value for restricted shares and restricted share units issued during fiscal 2022, 2021 and 2020 was $36.84, $49.57 and $37.94, respectively. The fair value of shares that vested during fiscal 2022, 2021 and 2020 was $18.5 million, $15.4 million and $15.6 million, respectively. As of January 3, 2023, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $50.2 million, which we expect to recognize over a weighted-average period of approximately 2.9 years.