Stock-Based Compensation

12 Months Ended

Dec. 29, 2024

Share-Based Payment Arrangement [Abstract]

16. Stock-Based Compensation

Under the Equity Incentive Plan, amended and restated February 15, 2017 and approved by the stockholders of the Company on May 10, 2017 (the “EIP”), the Company may grant to key employees restricted stock and performance awards associated with the Company’s Class A stock. The amended EIP provides that the maximum number of shares available for grants is 4.7 million. Shares available for future grants at year-end 2024 are 1.3 million. The Company issues shares out of treasury stock to satisfy stock-based awards, if available; otherwise new shares of common stock are issued from authorized shares. The Company presently has no intent to repurchase additional shares for the purpose of satisfying stock-based awards.

The Company recognized stock-based compensation cost of $11.8 million in 2024, $9.7 million in 2023 and $7.8 million in 2022, as well as related tax benefits of $2.6 million in 2024, $1.7 million in 2023 and $1.1 million in 2022.

Restricted Stock

Restricted stock, which typically vests pro-rata over three or four years, is issued to certain key employees and is subject to forfeiture until the end of an established restriction period. The Company utilizes the market price of its Class A stock on the date of grant as the fair value of restricted stock and expenses the fair value on a straight-line basis over the vesting period.

A summary of the status of nonvested restricted stock as of year-end 2024 and changes during this period is presented as follows below (in thousands of shares except per share data):


	Restricted Stock	Weighted Average Grant Date Fair Value
Nonvested at year-end 2023	784	$	18.52
Granted	651	20.70
Vested	(297)	18.62
Forfeited	(77)	19.07
Nonvested at year-end 2024	1,061	$	19.79

As of year-end 2024, unrecognized compensation cost related to unvested restricted stock totaled $14.5 million. The weighted average period over which this cost is expected to be recognized is approximately 1.3 years. The weighted average grant date fair value per share of restricted stock granted during 2024, 2023 and 2022 was $20.70, $17.33 and $20.16, respectively. The total fair value of restricted stock, which vested during 2024, 2023 and 2022, was $6.5 million, $3.3 million and $2.3 million, respectively.

Performance Shares

During 2024, 2023 and 2022, the Company granted performance awards associated with the Company’s Class A stock to certain senior officers, which are contingent upon achievement of specific revenue growth and EBITDA margin performance goals over a stated period of time ("performance awards"). The maximum number of performance shares that may be earned is 200% of the target shares originally granted. These awards have three one-year performance periods with the payout for each performance period based on separate financial measure goals that are set in February of each of the three performance periods. Earned shares during each performance period will cliff vest in February subsequent to the third performance period, after approval of the financial results by the Compensation Committee, if not forfeited by the recipient. No dividends are paid on these performance shares.

On February 11, 2025, the Compensation Committee approved the actual performance achievement of 76% of target for the 2024 performance period of the annual 2024, 2023 and 2022 annual grants. All of the shares earned for the 2024 performance period will cliff vest in February 2027, 2026 and 2025, respectively, if not forfeited by the recipient.

The 2024, 2023 and 2022 performance awards have a weighted average grant date fair value of $19.96, $16.87 and $19.07, respectively, which was determined by the market price on the date of grant less the present value of the expected dividends not received during the vesting period.

The total nonvested shares related to 2024, 2023 and 2022 performance awards at year-end 2024 is 170,000, 211,000 and 165,000, respectively.

In December 2021, the Compensation Committee approved a retention-based grant of 308,000 performance awards to certain senior officers which may be earned upon achievement of three financial goals over a performance period beginning in fiscal 2022 through the third quarter of 2024, with each goal having a unique projected achievement date. Each goal can be earned independent of the other two goals. Any shares earned during the performance period will cliff-vest three years after achievement of the respective performance goals and approval of the financial results by the Compensation Committee. On May 7, 2024, the Compensation Committee confirmed the actual performance achievement for the final financial goal related to the 2021 retention-based grant, which was not achieved before the end of the performance period and resulted in no payout.

In December 2020, the Company granted 115,000 performance shares to certain senior officers, which were contingent upon the achievement of a specific operating earnings performance goal with a one-year performance period. These performance shares vest over four years and earn dividends, which are not paid until the awards vest, if not forfeited by the recipient. The 2020 performance awards had a weighted average grant date fair value of $22.59 per share, which was determined by the market price on the date of grant. On February 15, 2022, the Compensation Committee approved the actual performance achievement of these performance awards. The total nonvested shares related to 2020 performance awards at year-end 2024 is 22,000.

A summary of the status of nonvested performance shares at target as of year-end 2024 and changes during this period is presented as follows below (in thousands of shares except per share data). The vesting adjustment in the table below represents 2021 performance shares that did not vest because actual achievement was below the threshold level or was not achieved, and resulted in no payout.


	Performance Shares
	Shares	Weighted Average Grant Date Fair Value
Nonvested at year-end 2023	674	$	17.49
Granted	170	19.96
Vested	(136)	18.88
Forfeited	(33)	17.99
Vesting Adjustment	(107)	16.52
Nonvested at year-end 2024	568	$	18.66

As of year-end 2024, unrecognized compensation cost related to all unvested performance shares totaled $3.4 million. The weighted average period over which the costs are expected to be recognized is approximately 1.3 years for performance shares. The total fair value of performance shares, which vested during 2024, 2023 and 2022, was $2.6 million, $3.4 million and $0.9 million, respectively.