In November 2018, Sysco’s Omnibus Incentive Plan (2018 Plan) was adopted and reserved up to 51,500,000 shares of Sysco common stock for share-based awards to employees, non-employee directors and key advisors. Of the 51,500,000 authorized shares, the full 51,500,000 shares may be issued as options or stock appreciation rights and up to 17,500,000 shares may be issued as restricted stock, restricted stock units or other types of stock-based awards. To date, we have issued options, restricted stock units and performance share units under the 2018 Plan. Vesting requirements for awards under the 2018 Plan vary by individual grant and may include either time-based vesting or time-based vesting subject to acceleration based on performance criteria for fiscal periods of at least one year. The contractual life of all options granted under the 2018 Plan are and will be no greater than ten years. As of June 29, 2024, there were 38,124,860 remaining shares authorized and available for grant in total under the 2018 Plan, of which the full 38,124,860 shares may be issued as options or stock appreciation rights, or as a combination of up to 10,689,230 shares that may be issued as restricted stock, restricted stock units or other types of stock-based awards, with the remainder available for issuance as options or stock appreciation rights.

We have also granted employee options under several previous employee stock option plans for which previously granted options remain outstanding as of June 29, 2024. No new options will be issued under any of the prior plans. Future grants to employees will be made through the 2018 Plan or subsequently adopted plans. Awards under these plans are subject to time-based vesting with vesting periods that vary by individual grant. The contractual life of all options granted under these plans is ten years. Our policy is to utilize treasury stock for issuing shares upon share option exercise or share unit conversion.

equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per performance share unit granted during fiscal 2024 and 2023 was $74.91 and $84.87, respectively. The PSUs will convert into shares of Sysco common stock at the end of the performance period based on actual performance targets achieved as well as the market-based return of Sysco’s common stock relative to that of the S&P 500 index companies.

In addition, certain of our options provide that the options continue to vest as if the optionee continued as an employee or director if the optionee meets certain age and years of service thresholds upon retirement. In these cases, Sysco will recognize compensation cost for such awards over the period from the grant date to the date the employee or director first becomes eligible to retire with the options continuing to vest after retirement.

The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. Expected dividend yield is estimated based on the historical pattern of dividends and the average stock price for the year preceding the option grant. Expected volatility is based on historical volatility of Sysco’s stock, implied volatilities from traded options on Sysco’s stock, and other factors. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant. Sysco utilizes historical data to estimate option exercise and employee termination behavior in determining the expected life of awards for valuation purposes.


	Shares Under Option	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of July 1, 2023	9,750,183	$	65.05
Granted	808,279	73.06
Exercised	1,586,486	55.05
Forfeited	477,689	77.65
Expired	—	—
Outstanding as of June 29, 2024	8,494,287	$	66.97	5.19	$	63
Expected to vest as of June 29, 2024	1,444,819	77.71		8.42	NM
Exercisable as of June 29, 2024	6,997,052	$	64.68	4.50	$	63

During fiscal 2024, 322,325 options were granted to 12 executive officers and 485,954 options were granted to 167 other key employees. During fiscal 2023, 384,212 options were granted to 13 executive officers and 570,037 options were granted to 167 other key employees. During fiscal 2022, 499,554 options were granted to 11 executive officers and 724,596 were granted to 145 other key employees.

The weighted average grant date fair value of options granted in fiscal 2024, 2023 and 2022 was $19.27, $24.46 and $17.39, respectively. The total intrinsic value of options exercised during fiscal 2024, 2023 and 2022 was $1 million, $1 million and $5 million, respectively.

During fiscal 2024, 2023 and 2022, 1,146,158, 917,560 and 758,934 restricted stock units, respectively, were granted to employees, the majority of which will vest ratably over a three-year period. Some of these restricted stock units were granted with dividend equivalents. The fair value of each restricted stock unit award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For restricted stock unit awards granted without dividend equivalents, the fair value was reduced by the present value of expected dividends as of the grant date during the vesting period. The weighted average grant date fair value per share of restricted stock units granted during fiscal 2024, 2023 and 2022 was $74.52, $75.66 and $80.31, respectively. The total fair value of restricted stock units vested during fiscal 2024, 2023 and 2022 was $52 million, $44 million and $42 million, respectively. The total intrinsic value of restricted stock units vested during fiscal 2024, 2023 and 2022 was $54 million, $47 million and $53 million, respectively.

During fiscal 2024, 2023 and 2022, 29,115, 22,055 and 22,293 restricted equity awards, respectively, were granted to non-employee directors (NEDs), which will vest over a one-year period. NEDs may elect to receive these awards in restricted stock shares that will vest at the end of the award stated vesting period or as deferred units that convert into shares of Sysco common stock on a date subsequent to the award stated vesting date selected by the NED. The fair value of the restricted awards is based on the company’s stock price as of the date of grant. The weighted average grant date fair value of the shares granted during fiscal 2024, 2023 and 2022 was $70.67, $84.10 and $74.93, respectively. The total fair value of restricted stock shares vested and deferred units distributed during fiscal 2024, 2023 and 2022 was $2 million, $2 million and $2 million, respectively. Restricted stock shares are valued on their vesting date. Vested deferred units are valued on their subsequent conversion and distribution date.

NEDs may elect to receive up to 100% of their annual directors’ fees in Sysco common stock on either an annual or deferred basis. As a result of such elections, a total of 5,966, 6,974 and 6,002 shares with a weighted-average grant date fair value of $72.22, $78.82 and $78.35 per share were issued in fiscal 2024, 2023 and 2022, respectively, in the form of fully vested common stock or deferred units. Common stock shares are valued on their vesting date. Vested deferred units are valued on their subsequent conversion and distribution date.

The following summary presents information regarding outstanding non-vested awards as of June 29, 2024 and changes during the fiscal year then ended with regard to these awards under the stock incentive plans. Award types represented include restricted stock units granted to employees, restricted awards granted to non-employee directors and PSUs.

The Sysco ESPP permits employees to invest in Sysco common stock by means of periodic payroll deductions at a discount of 15% from the closing price on the last business day of each calendar quarter. The total number of shares that may be sold pursuant to the ESPP may not exceed 79,000,000 shares, of which 1,127,023 remained available as of June 29, 2024.

During fiscal 2024, 1,092,062 shares of Sysco common stock were purchased by the participants, as compared to 1,032,545 shares purchased in fiscal 2023 and 868,439 shares purchased in fiscal 2022. The weighted average fair value of employee stock purchase rights issued pursuant to the ESPP was $10.83, $11.15 and $12.10 per share during fiscal 2024, 2023 and 2022, respectively. The fair value of the stock purchase rights was calculated as the difference between the stock price at date of issuance and the employee purchase price.

The total share-based compensation cost included in operating expenses in the consolidated results of operations was $104 million, $96 million and $122 million for fiscal 2024, 2023 and 2022, respectively. Our expense related to our PSUs decreased, as the performance metrics are trending below target for awards not yet paid. The total income tax benefit for share-based compensation arrangements was $17 million, $16 million and $19 million for fiscal 2024, 2023 and 2022, respectively.

Cash received from option exercises and ESPP participation was $120 million, $79 million and $128 million during fiscal 2024, 2023 and 2022, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $4 million, $2 million and $13 million during fiscal 2024, 2023 and 2022, respectively.