On October 29, 2016, our Board of Directors adopted the Lamb Weston Holdings, Inc. 2016 Stock Plan, which was amended in July 2017 (“Stock Plan”). The Compensation Committee (“the Committee”) of our Board of Directors administers this stock compensation plan. The Committee, in its discretion, authorizes grants of restricted stock units (“RSUs”), performance awards payable upon the attainment of specified performance goals (“Performance Shares”), dividend equivalents, and other stock-based awards. At May 31, 2020, we had 10.0 million shares authorized under the Stock Plan, and 7.6 million were available for future grant.

We grant RSUs to eligible employees and non-employee directors. The employee RSUs generally vest over a three-year period while the non-employee director RSUs generally vest after one year. We estimate the fair value of the RSUs based upon the market price of our common stock at the date of grant. Certain RSU grants do not provide for the accrual of dividend equivalents to the participant during the vesting period. For those grants, the value of the grants is reduced by the net present value of the foregone dividend equivalent payments.

Performance Shares are granted to certain executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. Awards actually earned range from 0% to 200% of the targeted number of Performance Shares for each of the performance periods. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the Stock Plan, any shares earned will be distributed at the end of the three-year performance period. The value of the Performance Shares is adjusted based upon the market price of our common stock at the end of each reporting period and amortized as compensation expense over the vesting period.

The following table summarizes RSU and Performance Share activity for fiscal 2020:

(a)	Granted represents new grants and dividend equivalents accrued.

(b)	Amount represents the adjustment to Performance Shares based on performance results attained in excess of target.

(c)

The aggregate fair value of awards that vested in fiscal 2020, 2019, and 2018 was $24.9 million, $24.7 million, and $16.6 million, respectively, which represents the market value of our common stock on the date that the RSUs and Performance Shares vested. The number of RSUs and Performance Shares vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. RSUs that are expected to vest are net of estimated future forfeitures.

Stock Options

We have historically granted stock options to employees for the purchase of stock at exercise prices equal to the fair market value of the underlying stock on the date of grant. Stock options generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term of ten years. Stock options were last issued in fiscal 2018 and we do not expect to issue new stock option awards under our Stock Plan. At May 31, 2020, we had 453,050 stock options outstanding at a weighted average exercise price of $27.79 with a weighted average remaining term of 5.1 years, and an aggregate intrinsic value of $14.6 million. Of these outstanding stock options, 434,218 were exercisable at May 31, 2020.

Compensation Expense

Our stock-based compensation expense is recorded in “Selling, general and administrative expenses.” Compensation expense for stock-based awards recognized in the Consolidated Statements of Earnings, net of forfeitures, was as follows (dollars in millions):


	For the Fiscal Years Ended May
	2020		2019		2018
Stock-settled RSUs	$	12.9	$	10.2	$	7.9
Performance Shares		9.8		8.3		4.4
Stock options		0.1		0.3		1.2
Stock-settled compensation expense		22.8		18.8		13.5
Cash-settled RSUs (a)		1.0		3.3		8.8
Total compensation expense		23.8		22.1		22.3
Income tax benefit (b)		(4.6)		(4.4)		(5.6)
Total compensation expense, net of tax benefit	$	19.2	$	17.7	$	16.7

(a)	As of May 31, 2020, there were no outstanding cash-settled RSUs. During fiscal 2020-2018, cash-settled RSUs were marked-to-market and presented within “Accrued liabilities” and “Other noncurrent liabilities” in our Consolidated Balance Sheets.

(b)	Income tax benefit represents the marginal tax rate, excluding non-deductible compensation.

Based on estimates at May 31, 2020, total unrecognized compensation expense related to stock-based awards was as follows (dollars in millions):


			Remaining
			Weighted
	Unrecognized		Average
	Compensation		Recognition
	Expense		Period (in years)
Stock-settled RSUs	$	15.9		1.7
Performance Shares		7.7		1.5
Total unrecognized stock-based expense	$	23.6		1.6