Total compensation expense related to share-based arrangements was $63 million, $56 million and $45 million for fiscal years 2024, 2023 and 2022, respectively, and is reflected in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income. The total income tax benefit associated with share-based compensation recorded in the Company’s Consolidated Statements of Comprehensive Income was $13 million, $12 million and $9 million for fiscal years 2024, 2023 and 2022, respectively.

In addition, the Company sponsors an employee stock purchase plan to provide eligible employees with the opportunity to acquire shares of our common stock at a discount of 15% of the fair market value of the common stock on the date of purchase, and as such, the plan is considered compensatory for federal income tax purposes. The Company recorded $5 million, $4 million and $4 million of share-based compensation expense for fiscal years 2024, 2023 and 2022, respectively, associated with the employee stock purchase plan.

Stock Options—Certain directors, executive officers and other eligible employees have been granted time-based stock options (the “Time-Based Options”) and performance-based options (the “Performance Options” and, together with the Time-Based Options, the “Options”) to purchase shares of our common stock.

The Time-Based Options generally vest and become exercisable ratably over a three-year period from the date of the grant. Share-based compensation expense related to the Time-Based Options was $1 million, $3 million and $6 million for fiscal years 2024, 2023 and 2022, respectively.

The Performance Options generally vest and become exercisable ratably over a period of three years, from the date of the grant, provided that the Company achieves a predetermined financial performance condition established by the Compensation and Human Capital Committee of our Board of Directors for the respective award tranche. As all Performance Options granted have fully vested, no share-based compensation expense was recorded in fiscal year 2024, 2023 and 2022 related to the Performance Options.

The Options are nonqualified, with exercise prices equal to the estimated fair value of a share of common stock as of the date of the grant. Exercise prices range from $13.29 to $38.12 per share and generally have a 10-year life. The fair value of each Option is estimated as of the date of grant using a Black-Scholes option-pricing model.


	Time Options	Performance Options	Total Options	Weighted- Average Fair Value		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Years
Outstanding as of December 30, 2023	2,432,781	106,005	2,538,786	$	9.52	$	25.24
Granted	—	—	—	$	—	$	—
Exercised	(781,700)	(25,445)	(807,145)	$	9.66	$	24.58
Forfeited	(7,519)	(732)	(8,251)	$	15.42	$	32.06
Outstanding as of December 28, 2024	1,643,562	79,828	1,723,390	$	9.58	$	25.52	4.3
Vested and exercisable as of December 28, 2024	1,643,562	79,828	1,723,390	$	9.58	$	25.52	4.3

During fiscal years 2024, 2023 and 2022, Options were exercised with total intrinsic values of $24 million, $22 million and $13 million, respectively, representing the excess of fair value over the exercise price.

Restricted Stock Units—Certain directors, executive officers and other eligible employees have been granted time-based restricted stock units (the “Time-Based RSUs”), performance-based restricted stock units (the “Performance RSUs”) and market performance-based restricted stock units (the “Market Performance RSUs” and collectively with the Time-Based RSUs and Performance RSUs, the “RSUs”). The Time-Based RSUs generally vest ratably over three years, starting on the anniversary date of the grant. For fiscal years 2024, 2023 and 2022, the Company recognized $37 million, $35 million and $29 million, respectively, in share-based compensation expense related to the Time-Based RSUs.

The Performance RSUs generally vest over a three-year period, as and to the extent predetermined performance conditions are met. The fair value of each share underlying the Performance RSUs is measured at the fair market value of our common stock on the date of grant and recognized over the vesting period for the portion of the award that is expected to vest. Compensation expense for the Performance RSUs is remeasured as of the end of each reporting period, based on management’s evaluation of whether it is probable that the performance conditions will be met. The Company recognized $20 million, $11 million and $4 million of share-based compensation expense in fiscal years 2024, 2023 and 2022, respectively, for the Performance RSUs.

During fiscal years 2021 and 2023, the Company granted Market Performance RSUs to certain executive officers and other eligible employees. These Market Performance RSUs awards vest at the end of a four-year performance period contingent on our achievement of certain total shareholder return performance (“TSR”) targets during the performance period. The grant date fair value of the Market Performance RSUs was estimated using a Monte-Carlo simulation. The Company recognized de minimis share-based compensation expense for 2024, $2 million and $1 million of expense in fiscal years, 2023 and 2022, respectively, for the Market Performance RSUs.


	Time-Based RSUs	Performance RSUs	Market Performance RSUs	Total RSUs	Weighted- Average Fair Value
Unvested as of December 30, 2023	2,187,628	852,375	320,400	3,360,403	$	35.82
Granted	909,702	499,416	—	1,409,118	$	54.03
Vested	(1,029,172)	—	(9,516)	(1,038,688)	$	35.82
Forfeited	(222,250)	(140,823)	—	(363,073)	$	41.14

Unvested as of December 28, 2024	1,845,908	1,210,968	310,884	3,367,760	$	42.94

Share Repurchase Program—On November 2, 2022, our Board of Directors approved a Share Repurchase Program (“Original Share Repurchase Program”) under which the Company was authorized to repurchase up to $500 million of its outstanding common stock. On June 1, 2024, the Board approved, and on June 5, 2024, the Company announced, an increase in the amount of common stock that could be purchased under the Original Share Repurchase Program to $1 billion inclusive of any remaining funds authorized under the Original Share Repurchase Program (“Amended Share Repurchase Program”). For the year ended December 28, 2024, the Company repurchased 16,400,895 shares at an aggregate purchase price of approximately $958 million under the Amended Share Repurchase Program and the Original Share Repurchase Program, inclusive of approximately $10 million of fees, commissions, and related 1% excise tax. At December 28, 2024, there was approximately $75 million in remaining funds authorized under the Amended Share Repurchase Program.

The size and timing of any repurchases will depend on a number of factors, including share price, general business and market conditions and other factors. Under the Amended Share Repurchase Program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans. The Amended Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. The repurchase authorization does not have an expiration date.

During the first quarter of fiscal year 2025 through February 10, 2025, the Company repurchased 328,000 shares at an aggregate purchase price of approximately $23 million under the Amended Share Repurchase Program. At February 10, 2025, there was approximately $52 million in remaining funds authorized under the Amended Share Repurchase Program.