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Share-Based Compensation
6 Months Ended
Jul. 02, 2022
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

10. SHARE-BASED COMPENSATION

Time-Vesting Options

 

The Company recorded compensation expense, net of forfeitures, of $0.2 million and $0.7 million for the three and six-month periods ended July 2, 2022, respectively, and $0.7 million and $1.4 million for the three and six-month periods ended July 3, 2021, which is included in corporate and branch and regional administrative expenses in the accompanying interim unaudited consolidated statements of operations. Unrecognized compensation expense as of July 2, 2022 associated with outstanding performance-vesting options was $2.7 million.

Performance-Vesting Options

 

The Company recorded compensation expense, net of forfeiture, for the three and six-month periods ended July 2, 2022 of $2.7 million and $4.6 million, respectively, and $4.2 million for both the three and six-month periods ended July 3, 2021, which is included in corporate and branch and regional administrative expenses in the accompanying interim unaudited consolidated statements of operations. Unrecognized compensation expense as of July 2, 2022 associated with outstanding performance-vesting options was $0.5 million.

Director Restricted Stock Units

The Company recorded compensation expense for the three and six-month periods ended July 2, 2022 of $0.2 million and $0.3 million, which is included in corporate expenses in the accompanying interim unaudited consolidated statements of operations. The Company did not incur or record any such expense in the three and six-month periods ended July 3, 2021. There was no unrecognized compensation expense as of July 2, 2022 associated with outstanding director restricted stock units.

Management Restricted Stock Units

The Company recorded compensation expense for the three and six-month periods ended July 2, 2022 of $1.0 million and $2.0 million, which is included in corporate expenses in the accompanying interim unaudited consolidated statements of operations. The Company did not incur or record any such expense in the three and six-month periods ended July 3, 2021. Unrecognized compensation expense as of July 2, 2022 associated with outstanding management restricted stock units was $13.9 million.

Employee Stock Purchase Plan

Eligible participants contributed $1.1 million and $2.5 million during the three and six-month periods ended July 2, 2022, respectively, which is included in accrued payroll and employee benefits in the accompanying interim unaudited consolidated balance sheets as of July 2, 2022. The Company recorded compensation expense of $0.6 million and $1.2 million for the three and six-month periods ended July 2, 2022, respectively, which is included in corporate expenses, branch and regional administrative expenses and cost of revenue, excluding depreciation and amortization in the accompanying interim unaudited

consolidated statements of operations. The Company did not incur or record any expense associated with the employee stock purchase plan for the three and six-month periods ended July 3, 2021.

Long-Term Incentive Plan ("LTIP")

In the first quarter of 2022, the Compensation Committee of the Company's Board of Directors approved LTIP grants of restricted stock units ("RSUs") and performance stock units ("PSUs") under the Company's 2021 Omnibus Incentive Plan.

The RSUs are subject to a three-year service-based cliff vesting schedule commencing on the date of grant. Compensation cost for the RSUs is measured based on the grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis. The Company granted 2,124,212 RSUs with a grant date per share fair value of $4.93. The Company recorded compensation expense of $0.9 million and $1.3 million during the three and six-month periods ended July 2, 2022, respectively, which is included in corporate expenses and branch and regional administrative expenses in the accompanying interim unaudited consolidated statements of operations. Unrecognized compensation expense as of July 2, 2022 associated with the remaining RSUs was $9.2 million.

The PSUs contain two performance criteria: (i) 50% based on relative total shareholder return ("TSR") over a three-year performance period, which measures the Company's total shareholder return as compared to the total shareholder return of a designated peer group, and (ii) 50% based on an adjusted EBITDA target over a one-year performance period. The PSUs are also subject to a three-year service-based cliff vesting schedule commencing on the date of grant. For the PSUs that have a service and a market condition, compensation cost is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and is recognized over the applicable vesting period on a straight-line basis. The fair value inputs included in the Monte Carlo simulation model were remaining measurement period of 2.88 years, stock price on date of grant of $4.93, daily average closing stock price for the two calendar months prior to the beginning of the performance period of $7.29, risk free rate of 1.77%, and the performance payout per TSR performance percentile. For the PSUs that have a service and a performance condition, compensation cost is initially measured based on the grant date fair value of each share. Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition. The Company granted 1,389,801 PSUs with a weighted average grant date per share fair value of $5.24. The Company recorded compensation expense of $0.2 million and $0.5 million during the three and six-month periods ended July 2, 2022, respectively, which is included in corporate expenses and branch and regional administrative expenses in the accompanying interim unaudited consolidated statements of operations. Unrecognized compensation expense as of July 2, 2022 associated with the remaining PSUs was $3.3 million.