Equity Compensation

12 Months Ended

Dec. 27, 2020

Equity Compensation

Equity Compensation

21. Equity Compensation

We award stock options, time-based restricted stock and performance-based restricted stock units from time to time under the Papa John’s International, Inc. 2018 Omnibus Incentive Plan. There are approximately 4.7 million shares of common stock authorized for issuance and remaining available under the 2018 Omnibus Incentive Plan as of December 27, 2020, which includes 5.9 million shares transferred from the Papa John’s International 2011 Omnibus Incentive Plan.  Option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Options outstanding as of December 27, 2020 generally expire ten years from the date of grant and generally vest over a three-year period.

We recorded stock-based employee compensation expense of $16.3 million in 2020, $15.3 million in 2019 and $9.9 million in 2018.  At December 27, 2020, there was $16.0 million of unrecognized compensation cost related to nonvested awards, of which the Company expects to recognize $10.1 million in 2021, $4.7 million in 2022 and $1.2 million in 2023.

Stock Options

Options exercised, which were issued from authorized shares, included 541,000 shares in 2020, 448,000 shares in 2019 and 75,000 shares in 2018.  The total intrinsic value of the options exercised during 2020, 2019 and 2018 was $13.8 million, $10.6 million and $1.5 million, respectively.  

Information pertaining to option activity during 2020 is as follows (number of options and aggregate intrinsic value in thousands):

				Weighted
				Average
		Weighted		Remaining
	Number	Average		Contractual	Aggregate
	of	Exercise		Term	Intrinsic
	Options	Price		(In Years)	Value
Outstanding at December 29, 2019	1,205	$	55.67
Exercised	(541)		56.73
Cancelled	(100)		54.70
Outstanding at December 27, 2020	564	$	54.82	6.58	$	18,453
Exercisable at December 27, 2020	337	$	59.31	5.68	$	9,512

The following is a summary of the significant assumptions used in estimating the fair value of options granted in 2019 and 2018 (none in 2020):

	2019		2018
Assumptions (weighted average):
Risk-free interest rate	2.5	%	2.7	%
Expected dividend yield	2.1	%	1.5	%
Expected volatility	31.2	%	27.6	%
Expected term (in years)	5.7		5.6

The risk-free interest rate for the periods within the contractual life of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield was estimated as the annual dividend divided by the market price of the Company’s shares on the date of grant. Expected volatility was estimated using the Company’s historical share price volatility for a period similar to the expected life of the option.

Options granted generally vest in equal installments over three years and expire ten years after grant. The expected term for these options represents the period of time that options granted are expected to be outstanding and was calculated using historical experience.

The weighted average grant-date fair values of options granted during 2019 and 2018 was $11.69 and $15.27, respectively. The Company granted options to purchase 353,000 and 456,000 shares in 2019 and 2018, respectively.  There were no options granted in 2020.

Restricted Stock

We granted shares of restricted stock that are time-based and generally vest in equal installments over three years (207,000 in 2020, 212,000 in 2019 and 260,000 in 2018). Upon vesting, the shares are issued from treasury stock. These restricted shares are intended to focus participants on our long-range objectives, while at the same time serving as a retention mechanism. We consider time-based restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights. We declared dividends totaling $366,000 ($0.90 per share) in 2020, $310,000 ($0.90 per share) in 2019 and $185,000 ($0.90 per share) in 2018 to holders of time-based restricted stock.

We granted 15,000 and 113,000 restricted stock units that are time-based and vest over a period of one to three years in 2020 and 2019, respectively.  Upon vesting, the units are issued from treasury stock.  Total dividends declared for these awards were insignificant to the results of our operations.

Additionally, we granted stock settled performance-based restricted stock units to executive management (92,000 units in 2020, 89,000 units in 2019, and 70,000 units in 2018).  

The 2020 and 2019 performance-based restricted stock units require the achievement of certain performance and market factors, which consist of the Company’s Total Shareholder Return (“TSR”) relative to a predetermined peer group.  The grant-date fair value of the performance-based restricted stock units was determined through the use of a Monte Carlo simulation model.

The following is a summary of the significant assumptions used in estimating the fair value of the performance-based restricted stock units granted in 2020 and 2019:

	2020		2019
Assumptions:
Risk-free interest rate	0.9	%	2.5	%
Expected volatility	36.3	%	33.9	%

The risk-free interest rate for the periods within the contractual life of the performance-based restricted stock unit is based on the U.S. Treasury yield curve in effect at the time of grant.  Expected volatility was estimated using the Company’s historical share price volatility for a period similar to the expected life of the performance-based restricted stock unit.

The performance-based restricted stock units granted in 2020 vest over three years (cliff vest), expire ten years after grant, and are expensed over the performance period.  The weighted average grant-date fair value of performance-based restricted stock units granted during 2020 and 2019 was $59.52 and $44.95, respectively.

In 2018, the Company granted performance-based restricted stock awards under a three-year cliff vest, and the vesting of the awards is dependent upon the Company’s achievement of a compounded annual growth rate of earnings per share and the achievement of certain sales and unit growth metrics. Upon vesting, the shares are issued from authorized shares.

The fair value of time-based restricted stock and performance-based restricted stock units is based on the market price of the Company’s shares on the grant date. Information pertaining to these awards during 2020 is as follows (shares in thousands):

		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Total as of December 29, 2019	616	$	50.90
Granted	314		61.31
Forfeited	(64)		52.44
Vested	(199)		54.63
Total as of December 27, 2020	667	$	54.33