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Stock-Based Compensation (Notes)
12 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-based compensation STOCK-BASED COMPENSATION
The Company’s employees participate in the BellRing Brands, Inc. Long-Term Incentive Plan (the “BellRing Long-Term Incentive Plan”). 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, 2023 there were 1.4 million shares available to be issued for stock-based compensation awards 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 “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 Equity Awards to preserve the intrinsic value of the awards. The adjustments to the 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 Consolidated Statements of Operations for the years ended September 30, 2023 and 2022.
During the years ended September 30, 2023, 2022 and 2021, total compensation cost for BellRing’s non-cash stock-based compensation awards recognized was $14.2, $9.8 and $4.6, respectively, and the related recognized deferred tax benefit was $1.6, $1.2 and $0.3, respectively. See Note 7 for discussion related to income taxes. As of September 30, 2023, the total compensation cost related to BellRing’s non-vested awards not yet recognized was $19.5, which is expected to be recognized over a weighted-average period of 1.3 years.
Stock Options
Information about stock options is summarized in the following table.
in millions, except options or where otherwise indicated
Stock Options
Weighted-
Average
Exercise
Price Per
Share
Weighted-
Average
Remaining
Contractual
Term in Years
Aggregate
Intrinsic
Value
Outstanding at September 30, 2022258,987$17.74 
Granted— 
Exercised— 
Forfeited— 
Expired— 
Outstanding at September 30, 2023258,98717.74 6.80$6.1 
Vested and expected to vest as of September 30, 2023258,98717.74 6.806.1 
Exercisable at September 30, 2023195,56217.67 6.694.6 
The fair value of each stock option was estimated on the date of grant using the Black-Scholes Model. The Company used the simplified method for estimating a stock option term as it did 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 stock options granted during the year ended September 30, 2021 are summarized in the table below. There were no stock options granted during the years ended September 30, 2023 or 2022.
Expected term (in years)6.5
Expected stock price volatility38.5%
Risk-free interest rate0.6%
Expected dividends—%
Fair value (per option)$7.79
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, 2023 or 2021.
Restricted Stock Units (“RSUs”)
Information about RSUs is summarized in the following table.
RSUs
Weighted-
Average
Grant Date Fair Value Per
 Share
Nonvested at September 30, 2022579,969 $21.23 
Granted207,224 26.10 
Vested(302,887)20.09 
Forfeited(19,075)23.13 
Nonvested at September 30, 2023465,231 24.06 
The grant date fair value of each 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 RSUs was $24.06, $21.23 and $19.85 at September
30, 2023, 2022 and 2021, respectively. The total vest date fair value of RSUs that vested during fiscal 2023, 2022 and 2021 was $7.8, $5.2 and $3.0, respectively.
Performance Restricted Stock Units (“PRSUs”)
Information about PRSUs is summarized in the following table.
PRSUs
Weighted-
Average
Grant Date Fair Value Per
 Share
Nonvested at September 30, 2022375,219 $41.44 
Granted176,062 45.26 
Vested— — 
Forfeited— — 
Nonvested at September 30, 2023551,281 42.66 
During the years ended September 30, 2023 and 2022, the Company granted 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 PRSU grant may earn a total award ranging from 0% to 260% of the target award. The fair value of each PRSU was estimated on the grant date using a Monte Carlo simulation.
The weighted-average assumptions for PRSUs granted during the years ended September 30, 2023 and 2022 are summarized in the table below. There were no PRSUs granted during the year ended September 30, 2021.
20232022
Expected term (in years)3.02.9
Expected stock price volatility46.8%49.6%
Risk-free interest rate4.1%2.3%
Expected dividends—%—%
Fair value (per PRSU)
$45.26$42.33