STOCK COMPENSATION

12 Months Ended

Dec. 28, 2024

Share-Based Payment Arrangement [Abstract]

STOCK COMPENSATION

The Company uses various equity-based compensation programs to provide long-term performance incentives for its global workforce. Currently, these incentives consist principally of stock options, restricted stock units and executive performance shares. The Company also sponsors a discounted stock purchase plan in the United States and matching-grant programs in several international locations. Additionally, the Company awards restricted stock to its outside directors. These awards are administered through several plans, as described within this Note.

Stock awards are granted to non-employee Directors in early May of each year and are automatically deferred pursuant to the Kellanova Grantor Trust for Non-Employee Directors (the "Grantor Trust") in the form of deferred shares of our common stock (or "DSUs"). Under the terms of the Grantor Trust, shares underlying vested stock awards are settled only upon a Director's termination of service on the Board.

The 2022 Long-Term Incentive Plan (2022 Plan), approved by shareholders in April 2022, permits awards to employees and officers in the form of incentive and non-qualified stock options, performance units, restricted stock or restricted stock units, and stock appreciation rights. The 2022 Plan authorizes the issuance of a total of 12.4 million shares. At December 28, 2024, there were 10.8 million remaining authorized, but unissued, shares under the 2022 Plan.

Compensation expense for all types of equity-based programs and the related income tax benefit recognized were as follows:


(millions)	2024		2023		2022
Pre-tax compensation expense	$	95	$	96	$	100
Related income tax benefit	$	25	$	25	$	26

As of December 28, 2024, total stock-based compensation cost related to non-vested awards not yet recognized was $102 million and the weighted-average period over which this amount is expected to be recognized was 2 years.

Cash flows realized upon exercise or vesting of stock-based awards in the periods presented are included in the following table. Tax windfall (shortfall) realized upon exercise or vesting of stock-based awards generally represent the difference between the grant date fair value of an award and the taxable compensation of an award.

Cash used by the Company to settle equity instruments granted under stock-based awards was not material.


(millions)	2024		2023		2022
Total net cash received from option exercises and similar instruments (a)	$	213	$	60	$	277
Tax windfall (shortfall) classified as cash flow from operating activities (a)	$	13	$	3	$	3

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting.

Shares used to satisfy stock-based awards are normally issued out of treasury stock, although management is authorized to issue new shares to the extent permitted by respective plan provisions. Refer to Note 8 for information on shares issued during the periods presented to employees and directors under various long-term incentive plans and share repurchases under the Company’s stock repurchase authorizations. The Company does not currently have a policy of repurchasing a specified number of shares issued under employee benefit programs during any particular time period.

Performance Shares and Restricted Stock Units

During the periods presented, stock-based awards consisted principally of performance shares and restricted stock units granted under the 2022 and 2017 Plans.

In the first quarter of 2024, the Company granted performance share units to eligible employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2024 target performance share unit currently corresponds to approximately 900,000 shares, with a grant-date fair value of $55 per share.

In the first quarter of 2023, the Company granted performance share units to eligible employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three-year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2023 target performance share unit currently corresponds to approximately 765,000 shares, with a grant-date fair value of $60 per share.

In 2022, the Company granted performance shares to a limited number of senior level employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2022-2024 Employee Purchase Plan (EPP) performance goals were established at the beginning of 2022 and did not contemplate the spin-off of WK Kellogg Co. The terms of the EPP provided for equitably adjusting the goals based on extraordinary events like a spin-off. The Company completed the spin-off of WK Kellogg Co on October 2, 2023. Adjustments were made to performance goals primarily to equitably adjust for the impact of the spin-off and the performance period ending on the date of the spin-off as well as account for the divestiture of the Company's business in Russia. In October 2023 the Board of Directors approved a payout of 140% to vest based on the holder's continued service with the Company through the original vesting period.

Based on the market price of the Company’s common stock at year-end 2024, the maximum future value that could be awarded on the vesting date was $146 million for both the 2024 and 2023 awards.

The Company also grants restricted stock units to eligible employees, typically with three-year cliff vesting earning dividend equivalent units. Dividend equivalents accrue and vest in accordance with the underlying award. Management estimates the fair value of restricted stock grants based on the market price of the underlying stock on the date of grant. A summary of restricted stock unit activity for the year ended December 28, 2024, is presented in the following table:


Employee restricted stock units	Shares (thousands)	Weighted-average grant-date fair value
Non-vested, beginning of year (a)	3,183	$	58
Granted	668	56
Vested	(1,172)	56
Forfeited	(202)	$	59



Non-vested, end of year	2,477	$	59

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting.

Additionally, restricted stock unit activity for 2023 and 2022 is presented in the following table:


Employee restricted stock units (a)	2023		2022
Shares (in thousands):
Non-vested, beginning of year	1,661		1,786
Granted	572		709
Vested	(491)		(619)
Forfeited	(359)		(215)
Performance share conversion	1,486		—
Awards transferred to WK Kellogg Co	(529)		—
Adjustment for spin-off (b)	843		—
Non-vested, end of year	3,183		1,661
Weighted-average exercise price:
Non-vested, beginning of year	$	64	$	60
Granted	68		67
Vested	65		57
Forfeited	65		62
Performance share conversion	63		—
Awards transferred to WK Kellogg Co	65		—
Non-vested, end of year	$	58	$	64

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting.

(b) In connection with the spin-off of WK Kellogg Co, the modification of restricted stock units resulted in incremental expense totaling approximately $11 million to be amortized over the remaining vesting period of the award.

The total fair value of restricted stock units vesting in the periods presented was (in millions): 2024–$64; 2023–$33; 2022–$41.

Stock options

The Company has historically provided non-qualified stock options to eligible employees under the 2017 Plans through 2021 and prior years, with strike prices equal to the fair market value of the Company’s stock on the grant date, a contractual term of ten years, and a three-year graded vesting period. Since 2021, the Company has not granted non-qualified stock options to eligible employees.

A summary of option activity for the year ended December 28, 2024 is presented in the following table:


Employee and director stock options	Shares (millions)	Weighted- average exercise price		Weighted- average remaining contractual term (yrs.)	Aggregate intrinsic value (millions)
Outstanding, beginning of year (a)	9	$	58
Granted	—	—
Exercised	(3)	59
Forfeitures and expirations	—	—


Outstanding, end of year	6	$	57	4	$	130
Exercisable, end of year	6	$	57	4	$	130

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting.

Additionally, option activity for the comparable prior year periods is presented in the following table:


(millions, except per share data) (a)	2023		2022
Outstanding, beginning of year	10		15
Granted	—		—
Exercised	(1)		(4)
Forfeitures and expirations	(1)		(1)
Awards transferred to WK Kellogg Co	(1)		—
Adjustment for spin-off (b)	2		—
Outstanding, end of year	9		10
Exercisable, end of year	8		8
Weighted-average exercise price:
Outstanding, beginning of year	$	65	$	64
Granted	—		—
Exercised	59		61
Forfeitures and expirations	60		63
Awards transferred to WK Kellogg Co	66		—
Outstanding, end of year	$	58	$	65
Exercisable, end of year	$	58	$	67

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting.

(b) In connection with the spin-off of WK Kellogg Co, the modification of stock options resulted in incremental expense totaling approximately $10 million, of which $9 million was related to vested awards and was recognized immediately. The remaining expense will be amortized over the vesting period of the award.

The total intrinsic value of options exercised during the periods presented was (in millions): 2024–$36; 2023–$5; 2022–$44.