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Stock-Based Compensation (Notes)
12 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-based compensation STOCK-BASED COMPENSATION
Post Long-Term Incentive Plans
Prior to the IPO, the Company’s employees participated in various Post long-term incentive plans (the “Post Long-Term Incentive Plans”). The awards issued under the Post Long-Term Incentive Plans to the Company’s employees (the “Post Equity Awards”) have a maximum term of 10 years. Subsequent to the IPO, BellRing employees were no longer eligible to receive new issuances of Post Equity Awards; however, BellRing employees continued to vest in any issued and outstanding Post Equity Awards, pursuant to the terms of the awards. The Company incurred pass through charges from Post relating to these Post Equity Awards. The following disclosures reflect the details of the Post Long-Term Incentive Plans related solely to the BellRing employees who participated in such plans.
In connection with the Spin-off, adjustments were made to the terms of outstanding Post Equity Awards to preserve their intrinsic value. The adjustments to the Post Equity Awards was based on the volume weighted average price of Post common stock during the five trading day period prior to and including March 10, 2022 and the volume weighted average price of Post common stock during the five trading day period immediately following March 10, 2022. The equity award adjustments made in connection with the Spin-off had an immaterial impact on the Company’s Statement of Operations for the year ended September 30, 2022.
During the years ended September 30, 2022, 2021 and 2020, total compensation cost for non-cash and cash stock-based compensation awards recognized was $1.0, $2.6 and $3.9, respectively, and the related recognized deferred tax benefit for each of those years was $0.1, $0.2 and $0.3, respectively. As of September 30, 2022, the total compensation cost related to non-vested awards under the Post Long-Term Incentive Plans was immaterial.
Post Stock Options
Information about Post stock options granted to BellRing employees is summarized in the following table.
in millions, except options or where otherwise indicatedPost Stock OptionsWeighted-
Average
Exercise
Price Per
 Share (a)
Weighted-
Average
Remaining
Contractual
Term in Years
Aggregate
Intrinsic
Value
Outstanding at September 30, 202138,314$81.42 
Granted— 
Impact of Spin-off18,49854.91 
Exercised— 
Forfeited— 
Expired— 
Outstanding at September 30, 202256,81254.91 5.21$1.5 
Vested and expected to vest as of September 30, 202256,81254.91 5.211.5 
Exercisable at September 30, 202256,81254.91 5.211.5 
(a)The weighted-average exercise price per share for activity subsequent to the Spin-off, including the outstanding balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off.
There were no Post stock options granted to BellRing employees or exercised during each of the years ended September 30, 2022, 2021 and 2020.
Post Restricted Stock Units (“Post RSUs”)
Information about Post RSUs granted to BellRing employees is summarized in the following table.
Post RSUsWeighted-
Average
Grant Date Fair Value Per
 Share (a)
Nonvested at September 30, 202121,116 $104.26 
Granted— — 
Impact of Spin-off5,592 n/a
Vested(26,708)82.42 
Forfeited— — 
Nonvested at September 30, 2022— — 
(a)The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off.
The grant date fair value of each Post RSU was determined based upon the closing price of Post’s common stock on the date of grant. The weighted-average grant date fair value of nonvested Post RSUs was $104.26 and $99.83 at September 30, 2021 and 2020, respectively. All Post RSUs had vested as of September 30, 2022. The total vest date fair value of Post RSUs that vested during fiscal 2022, 2021 and 2020 was $2.3, $3.0 and $4.5, respectively.
Post Cash Settled Restricted Stock Units (“Post Cash RSUs”)
Information about Post Cash RSUs granted to BellRing employees is summarized in the following table.
Post Cash RSUsWeighted- Average Grant Date Fair Value Per Share (a)
Nonvested at September 30, 20213,000 $51.43 
Granted— — 
Impact of Spin-off1,448 n/a
Vested(1,482)34.68 
Forfeited— — 
Nonvested at September 30, 20222,966 34.68 
(a)The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off.
At September 30, 2022, the 2,966 nonvested Post Cash RSUs were valued at the greater of the closing price of Post’s common stock or the adjusted grant price of $34.68. Cash used to settle Post Cash RSUs was $0.1 for each of the years ended September 30, 2022, 2021 and 2020.
BellRing Long-Term Incentive Plan
Subsequent to the IPO, the Company’s employees began participating in the BellRing Brands, Inc. 2019 Long-Term Incentive Plan (the “BellRing Long-Term Incentive Plan”). On October 22, 2019, the Company registered shares of Old BellRing Class A Common Stock on a Form S-8 filed with the Securities and Exchange Commission, for issuance under the BellRing Long-Term Incentive Plan.
In connection with the Spin-off and the related Merger, all outstanding unexercised and unexpired options to purchase shares of Old BellRing Class A Common Stock, outstanding restricted stock units with respect to shares of Old BellRing Class A Common Stock and other equity awards with respect to shares of Old BellRing Class A Common Stock outstanding under the BellRing Long-Term Incentive Plan (the “BellRing Equity Awards”), whether or not exercisable or vested, were assumed by BellRing based on the terms and subject to the conditions set forth in the Transaction Agreement. Additionally, the Board of Directors of BellRing approved adjustments to the terms of the outstanding BellRing Equity Awards to preserve the intrinsic value of the awards. The adjustments to the BellRing Equity Awards were based on the volume weighted average price of Old BellRing Class A Common Stock during the five trading day period prior to and including March 10, 2022 and the volume weighted average price of BellRing Common Stock during the five trading day period immediately following March 10, 2022. The equity award adjustments made in connection with the Spin-off had an immaterial impact on the Company’s Statement of Operations for the year ended September 30, 2022.
Awards issued under the BellRing Long-Term Incentive Plan have a maximum term of 10 years, provided, however, that the Corporate Governance and Compensation Committee of BellRing’s Board of Directors may, in its discretion, grant awards with a longer term to participants who are located outside of the U.S. At September 30, 2022 there were 1.7 million shares remaining to be issued for stock-based compensation awards under the BellRing Long-Term Incentive Plan.
During the years ended September 30, 2022, 2021 and 2020, total compensation cost for BellRing’s non-cash stock-based compensation awards recognized was $9.8, $4.6 and $2.5, respectively, and the related recognized deferred tax benefit was $1.2, $0.3 and $0.2 respectively. See Note 7 for discussion related to income taxes. As of September 30, 2022, the total compensation cost related to BellRing’s non-vested awards not yet recognized was $20.8, which is expected to be recognized over a weighted-average period of 2.0 years.
BellRing Stock Options
Information about BellRing stock options is summarized in the following table.
in millions, except options or where otherwise indicatedBellRing Stock OptionsWeighted-
Average
Exercise
Price Per
Share (a)
Weighted-
Average
Remaining
Contractual
Term in Years
Aggregate
Intrinsic
Value
Outstanding at September 30, 2021258,969$19.78 
Granted— 
Impact of Spin-off27,07417.74 
Exercised(27,056)19.50 
Forfeited— 
Expired— 
Outstanding at September 30, 2022258,98717.74 7.80$0.7 
Vested and expected to vest as of September 30, 2022258,98717.74 7.800.7 
Exercisable at September 30, 202291,26617.63 7.650.3 
(a)The weighted-average exercise price per share for activity subsequent to the Spin-off, including the outstanding balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off.
The fair value of each BellRing stock option was estimated on the date of grant using the Black-Scholes Model. BellRing uses the simplified method for estimating a stock option term as it does not have sufficient historical stock options exercise experience upon which to estimate an expected term. The expected term is estimated based on the award’s vesting period and contractual term. Expected volatilities are based on historical volatility trends and other factors. The risk-free rate is the interpolated U.S. Treasury rate for a term equal to the expected term. The weighted-average assumptions and fair values for BellRing stock options granted during the years ended September 30, 2021 and 2020 are summarized in the table below. There were no BellRing stock options granted during the year ended September 30, 2022.
September 30,
20212020
Expected term (in years)6.56.5
Expected stock price volatility38.5%38.5%
Risk-free interest rate0.6%1.6%
Expected dividends—%—%
Fair value (per option)$7.79$7.92
The total intrinsic value of stock options exercised was $0.1 in the year ended September 30, 2022, and the Company received proceeds from the exercise of stock options of $0.5 during the year ended September 30, 2022. There were no stock options exercised during the years ended September 30 2021 or 2020.
BellRing Restricted Stock Units (“BellRing RSUs”)
Information about BellRing RSUs is summarized in the following table.
BellRing RSUsWeighted-
Average
Grant Date Fair Value Per
 Share (a)
Nonvested at September 30, 2021467,663 $19.85 
Granted318,462 25.87 
Impact of Spin-off56,106 n/a
Vested(209,790)20.01 
Forfeited(52,472)20.59 
Nonvested at September 30, 2022579,969 21.23 
(a)The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off.
The grant date fair value of each BellRing RSU was determined based upon the closing price of the Company’s common stock on the date of grant. The weighted-average grant date fair value of nonvested BellRing RSUs was $21.23, $19.85 and $19.39 at September 30, 2022, 2021 and 2020, respectively. The total vest date fair value of BellRing RSUs that vested during fiscal 2022 and 2021 was $5.2 and $3.0. No BellRing RSUs vested during fiscal 2020.
BellRing Performance Restricted Stock Units (“BellRing PRSUs”)
Information about BellRing PRSUs is summarized in the following table.
BellRing PRSUsWeighted-
Average
Grant Date Fair Value Per
 Share (a)
Nonvested at September 30, 2021— $— 
Granted367,357 42.33 
Impact of Spin-off7,862 n/a
Vested— — 
Forfeited— — 
Nonvested at September 30, 2022375,219 41.44 
(a)The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off.
During the year ended September 30, 2022, the Company granted BellRing PRSUs to certain employees and directors. These awards will be earned by comparing BellRing’s total shareholder return (“TSR”) during a period of approximately three years to the respective TSRs of companies in a performance peer group. Based upon BellRing’s ranking in its performance peer group when comparing TSRs, a recipient of the BellRing PRSU grant may earn a total award ranging from 0% to 260% of the target award. The fair value of each BellRing PRSU was estimated on the grant date using a Monte Carlo simulation. There were no PRSUs granted during the years ended September 30, 2021 or 2020.
The weighted-average assumptions for BellRing PRSUs granted during the year ended September 30, 2022 are summarized in the table below.
Expected term (in years)2.9
Expected stock price volatility49.6%
Risk-free interest rate2.3%
Expected dividends—%
Fair value (per BellRing PRSU)$42.33