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Note 13 - Equity-based Compensation Plans
3 Months Ended
Mar. 30, 2025
Notes to Financial Statements  
Shareholders' Equity and Share-Based Payments [Text Block]

13.

EQUITY-BASED COMPENSATION PLANS

 

In 2021, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”), under which awards, including stock options, restricted stock units ("RSUs") and performance stock units ("PSUs") may be granted to employees and non-employee directors. The 2021 Plan authorized 8,850,000 shares of Common Stock to be available for award grants. As of March 30, 2025, 3,502,607 shares of Common Stock remained available for future issuance under the 2021 Plan. On June 6, 2023, the Company granted 1,000,000 RSUs and 1,520,000 PSUs to its new President and Chief Executive Officer. These awards were granted outside of the 2021 Plan as employment inducement awards and did not require shareholder approval under the rules of the NYSE or otherwise. 

 

Equity-based compensation expense included the following components:

 

  

For the thirteen weeks ended

 
  

March 30, 2025

  

March 31, 2024

 

Restricted stock units

 $960  $774 

Performance stock units

  491   390 

Stock options

  44   (23)

 

All equity-based compensation expenses are recorded in selling, general and administrative costs in the condensed consolidated statements of comprehensive income.

 

Restricted Stock Awards

 

RSUs and PSUs are collectively referred to as "Restricted Stock Awards". The Compensation Committee has awarded RSUs to select employees and non-employee directors and has awarded PSUs to select employees. The RSUs vest ratably over one to four years of continued employment or board services, as applicable. The grant date fair value of a time-based award or a performance-based award without a market condition is equal to the market price of Common Stock on the grant date and is recognized over the requisite service period. The grant date fair value of a performance-based award with a market condition is determined using a Monte Carlo simulation and is recognized over the requisite service period. On  March 30, 2025, there was $8,201 of unrecognized compensation cost related to unvested Restricted Stock Awards that is expected to be recognized over a remaining weighted average period of 2.0 years.

 

The weighted-average grant-date fair value of Restricted Stock Awards granted during the 13-week periods ended March 30, 2025 and March 31, 2024, was $2.57 and $4.25, respectively. The fair value of Restricted Stock Awards vested and converted to shares of Common Stock during the 13-week periods ended March 30, 2025 and March 31, 2024, was $1,084 and $3,364, respectively.

 

The following table summarizes Restricted Stock Award for the 13-week period ended March 30, 2025:

 

  

Unvested Restricted Stock Awards

 
      

Weighted Average

 
  

Number of RSAs

  

Grant Date Fair Value

 

Balance on December 31, 2024

  4,195,161  $3.12 

Granted

  1,782,319   2.57 

Vested

  (558,921)  3.04 

Forfeited

  (234,692)  3.37 

Balance on March 30, 2025

  5,183,867  $2.93 

 

Performance-based Restricted Stock Units

 

The PSUs granted under the 2021 Plan represent shares of Common Stock that are potentially issuable in the future based on a combination of performance and service requirements. On March 21, 2025, the Company granted 812,256 PSUs under the 2021 Plan to key employees with a grant date fair value of $2.53. The PSUs granted to employees were based on salary and include annual net sales and adjusted EBITDA growth targets with threshold and stretch goals. The awards vest ratably over three years, subject to the employee’s continuous employment through the vesting date and the level of performance achieved. The number of PSUs granted reflects the target number able to be earned under a given award. Non-vested PSU compensation expense is based on the most recent performance assumption available and is adjusted as assumptions change. The fair value of a PSU at the grant date is equal to the market price of Common Stock on the grant date. The cost estimates for PSU grants represent initial target awards until the Company can reasonably forecast the financial performance of each PSU award grant. The actual number of shares of Common Stock to be issued at the end of each performance period will range from 0% to 150% of the initial target awards.

 

Stock Options

 

Stock option grants have an exercise price at least equal to the market value of the underlying Common Stock on the date of grant, have ten-year terms, and vest ratably over three years of continued employment. In general, vested options expire if not exercised within 90 days of termination of service. Compensation expense for stock options is recorded based on straight-line amortization of the grant date fair value over the requisite service period. As of March 30, 2025, there was $5 of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a remaining weighted-average period of 0.1 years.

 

The following table summarizes stock option activity for the 13-week period ended March 30, 2025:

 

          

Weighted Average

 
      

Weighted

  

Remaining

 
  

Number of

  

Average

  

Contractual

 
  

Stock Options

  

Exercise Price

  

Term (years)

 

Options outstanding on December 31, 2024

  437,268  $10.99     

Forfeited

  -   -     

Expired

  -   -     

Options outstanding on March 30, 2025

  437,268  $10.99   6.56 

Options exercisable on March 30, 2025

  422,582  $7.58   4.52