On May 22, 2019, our shareholders approved, and we adopted the 2019 Equity and Incentive Compensation Plan (the “2019 Equity Plan”) whereby equity-based awards of up to a total of 1,550,000 shares may be granted by the Board to eligible non-employee directors, selected officers and other employees, advisors and consultants of ours. A summary of certain key features and terms of the 2019 Equity Plan is set forth below. A more complete discussion about the 2019 Equity Plan is set forth in the Company’s proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on April 23, 2019.

On June 10, 2022, our shareholders approved, and we adopted, the Amended and Restated 2019 Equity and Incentive Compensation Plan (the "Amended and Restated 2019 Equity Plan") which, among other things, increase the total number of shares of common stock available for grant by 3,000,000 shares. A more complete discussion about the Amended and Restated 2019 Equity Plan is set forth in the Company’s proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on June April 29, 2022.

• sets forth the total number of shares of common stock available for grant thereunder, at 4,550,000 shares,

• sets forth the types of awards eligible under the plan, including issuances of options, share appreciation rights, restricted shares, restricted share units, share bonuses, other share-based awards and cash awards, and

• sets forth the maximum number of shares that may be made subject to awards in any calendar year to any “covered employee” (within the meaning of Section 162(m) of the Internal Revenue Code).

• shares previously granted under predecessor plans, including the 2014 Equity Plan and the 2006 Equity Plan, may be available for issuance under the 2019 Equity Plan under certain circumstances described below.

There were 2,766,235 shares available for grant under the Amended and Restated 2019 Equity Plan at December 30, 2023.

On February 15, 2023, we issued 524,114 shares of restricted stock to certain executive and non-executive employees of the Company, under the Company’s 2023 long-term incentive plan (“2023 LTIP”). The final number of half of the shares awarded under the 2023 LTIP, or 262,057 shares, is subject to adjustment based on the performance of the Company for the 2023 fiscal year and was not final as of December 30, 2023. Additionally, the 262,057 performance shares issued under the 2023 LTIP are subject to a total shareholder return ("TSR") component, which will not be finalized until the third anniversary of the February 15, 2023 grant date. Specifically, 37.5% of the one-half of the restricted stock awarded in the 2022 LTIP are performance restricted shares which will not be earned unless certain financial performance metrics are met by the Company for the 2023 fiscal year. The performance criteria, as defined in the share awards, provide for a graded awarding of shares based on the percentage by which the Company meets earnings before interest, taxes, depreciation and amortization ("EBITDA") as defined in our 2023 business plan. The percentages, ranging from less than 80% to greater than or equal to 120% of the target amount of that EBITDA metric, provide for the awarding of shares ranging from 0% to 200% of the target amount of shares with respect to 37.5% of half of the 524,114 shares, or 98,273 shares. The remaining 62.5% of the one-half of the restricted stock awarded in the 2022 LTIP, or 163,784 shares, are subject to the same EBITDA metric, but are also subject to a TSR component which stratifies the performance of the Company's common stock price compared to a defined peer group of companies over the three-year period subsequent to February 15, 2023, such that if the Company's TSR falls at the 75th percentile or higher compared to the peer group, grantees will receive an additional 25% of total company-performance adjusted shares. If the Company's TSR falls at the 25th percentile or lower compared to the peer group, grantees will forfeit 25% of total company-performance adjusted shares. If the Company's TSR falls within the 75th and 25th percentiles, there will be no additional adjustment and grantees will receive their performance shares as per the EBITDA metric previously discussed. The final award is also affected by forfeitures upon the termination of a grantee’s employment with the Company. The remaining 262,057 shares from the 2023 LTIP are not subject to adjustment based on any performance or other criteria, but rather, vest in three equal installments on each of the first, second and third anniversaries of the grant date, assuming the grantee is employed by the Company on those vesting dates. The grant date fair value of the 2023 LTIP was $22.64 per share for those shares not subject to adjustment based on any performance or other criteria except the passage of time, and the 37.5% of shares subject only to the EBITDA criteria of Company performance. For the 62.5% of performance shares subject to both the EBITDA criteria of Company performance and the TSR component, the grant date fair value was $26.08 per share as determined by a third-party valuation specialist engaged by the Company, which used Monte Carlo simulation techniques to determine the fair value of such shares, which we consider to be a Level 3 input.

We record stock compensation expense over an equity award’s vesting period using the award’s fair value at the date of grant. We recorded compensation expense for stock-based awards of $12.2 million, $9.7 million and $7.8 million for the years ended December 30, 2023, December 31, 2022, and January 1, 2022, respectively.

Of the $12.2 million, $9.7 million and $7.8 million in stock-based compensation expense in the years ended December 30, 2023, December 31, 2022, and January 1, 2022, respectively, $10.5 million, $8.2 million and $6.4 million, respectively, are classified within selling, general and administrative expense in the accompanying consolidated statements of operations for those years, with the remainder classified within cost of sales.

A summary of the status of restricted share awards as of December 30, 2023, and changes during the year then ended, are presented below:


	Number of Shares	Weighted Average Fair Value
Outstanding at December 31, 2022	1,268,258	$18.75
Granted	1,064,169	$23.94
Vested	(767,734)	$18.86
Forfeited/Performance adjustment	(418,164)	$19.18

Outstanding at December 30, 2023	1,146,529	$24.60

As of December 30, 2023, the remaining compensation cost related to non-vested share awards was $18.9 million which is expected to be recognized in earnings using an accelerated method resulting in higher levels of compensation costs occurring in earlier periods over a weighted average period of 2.1 years.