Stock-Based Compensation | STOCK-BASED COMPENSATION The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation . The Company recognized compensation expense of $28.9 million, $24.5 million and $31.2 million and related income tax benefits of $5.6 million, $4.8 million and $6.4 million for grants under its stock-based compensation plans in the statements of operations for fiscal years 2020, 2019 and 2018, respectively. The Company generally grants restricted stock or units (“Restricted Awards”), performance-based restricted stock or units (“Performance Awards”) and stock options under its stock-based compensation plans. As of January 2, 2021, the Company had 6,060,880 stock incentive units (stock options, stock appreciation rights, restricted stock, restricted stock units and common stock) available for issuance under the Stock Incentive Plan of 2016, as amended and restated ("Stock Plan"). Each stock option or stock appreciation right granted counts as 1.0 stock incentive unit. Stock options granted under the Stock Plan have an exercise price equal to the fair market value of the underlying stock on the grant date, expire no later than ten years from the grant date and generally vest over three years. All other awards granted, including Restricted Awards and Performance Awards, count as 2.6 stock incentive units for each share, restricted share or restricted stock unit granted. Restricted Awards issued under the Stock Plan are subject to certain restrictions, including a prohibition against any sale, transfer or other disposition by the officer or employee during the vesting period (except for certain transfers for estate planning purposes for certain officers), and a requirement to forfeit all or a certain portion of the award upon certain terminations of employment. These restrictions typically lapse over a three- to four-year period from the date of the award. The Company has elected to recognize expense for these stock-based incentive plans ratably over the vesting term on a straight-line basis. Certain option and restricted awards provide for accelerated vesting under various scenarios, including retirement, death and disability, and upon a change in control of the Company. Awards issued to employees that meet the specified retirement age and service requirements are vested upon the employee's retirement in accordance with plan provisions and the applicable award agreements issued under the Stock Plan. The Company issues shares to plan participants upon exercise or vesting of stock-based incentive awards from either authorized, but unissued shares or treasury shares. The Board of Directors awards an annual grant of Performance Awards to certain plan participants. The number of Performance Awards that will be earned (and eligible to vest) during the performance period will depend on the Company’s level of success in achieving two specifically identified performance targets. Any portion of the Performance Awards that are not earned by the end of the three-year measurement period will be forfeited. The final determination of the number of Performance Awards to be issued in respect to an award is determined by the Compensation Committee of the Company’s Board of Directors. Restricted Awards and Performance Awards A summary of the unvested Restricted Awards and Performance Awards is as follows: Restricted Weighted- Performance Weighted- Unvested at December 30, 2017 2,025,072 $ 21.70 1,690,668 $ 21.54 Granted 609,276 31.81 384,657 35.10 Vested (560,263) 22.93 (229,023) 26.64 Forfeited (153,712) 23.81 (215,284) 26.18 Unvested at December 29, 2018 1,920,373 $ 24.38 1,631,018 $ 23.42 Granted 554,092 34.73 370,830 37.10 Vested (681,938) 24.63 (654,021) 17.46 Forfeited (173,611) 28.47 (220,725) 19.74 Unvested at December 28, 2019 1,618,916 $ 27.36 1,127,102 $ 31.94 Granted 1,416,117 22.59 455,207 34.00 Vested (1,122,811) 22.07 (451,334) 23.51 Forfeited (268,205) 29.67 (125,653) 35.91 Unvested at January 2, 2021 1,644,017 $ 26.39 1,005,322 $ 35.25 As of January 2, 2021, there was $18.5 million of unrecognized compensation expense related to unvested Restricted Awards, which is expected to be recognized over a weighted-avera ge period of 1.5 years. The total fair value of Restricted Awards vested during the year ended January 2, 2021 was $35.0 million. As of December 28, 2019, there was $19.9 million of unrecognized compensation expense related to unvested Restricted Awards, which was expected to be recognized over a weighted-average period of 1.5 years. The total fair value of Restricted Awards vested during the year ended December 28, 2019 was $23.7 million. As of December 29, 2018, there was $20.2 million of unrecognized compensation expense related to unvested Restricted Awards, which was expected to be recognized over a weighted-average period of 1.6 years. The total fair value of Restricted Awards vested during the year ended December 29, 2018 was $17.4 million. As of January 2, 2021, there was $1.4 million of unrecognized compensation expense related to unvested Performance Awards, which is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of Performance Awards vested during the year ended January 2, 2021 was $28.0 million. As of December 28, 2019, there was $4.5 million of unrecognized compensation expense related to unvested Performance Awards, which was expected to be recognized over a weighted-average period of 1.1 years. The total fair value of Performance Awards vested during the year ended December 28, 2019 was $22.8 million. As of December 29, 2018, there was $19.0 million of unrecognized compensation expense related to unvested Performance Awards, which was expected to be recognized over a weig hted-average period of 1.7 years. The total fair value of Performance Awards vested during the year ended December 29, 2018 was $7.3 million. Stock Options The Company estimated the fair value of employee stock options on the date of grant using the Black-Scholes-Merton formula. The estimated weighted-average fair value for each option granted was $8.20, $9.07 and $8.20 per share for fiscal years 2020, 2019 and 2018, respectively, with the following weighted-average assumptions. Fiscal Year 2020 2019 2018 Expected market price volatility (1) 31.2 % 29.6 % 29.6 % Risk-free interest rate (2) 1.5 % 2.5 % 2.5 % Dividend yield (3) 1.2 % 1.0 % 0.8 % Expected term (4) 4 years 4 years 4 years (1) Based on historical volatility of the Company’s common stock. The expected volatility is based on the daily percentage change in the price of the stock over the four years prior to the grant. (2) Represents the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. (3) Represents the Company’s estimated cash dividend yield for the expected term. (4) Represents the period of time that options granted are expected to be outstanding. As part of the determination of the expected term, the Company concluded that all employee groups exhibit similar exercise and post-vesting termination behavior. A summary of the stock option transactions is as follows: Shares Under Option Weighted-Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In millions) Outstanding at December 30, 2017 6,089,664 $ 20.05 5.8 $ 72.1 Granted 28,171 31.85 Exercised (1,359,387) 17.69 Canceled (56,446) 17.12 Outstanding at December 29, 2018 4,702,002 $ 20.83 5.2 $ 54.5 Granted 25,471 34.81 Exercised (681,389) 17.87 Canceled (12,977) 23.97 Outstanding at December 28, 2019 4,033,107 $ 21.41 4.4 $ 49.8 Granted 28,171 32.85 Exercised (788,883) 18.39 Canceled (12,990) 25.39 Outstanding at January 2, 2021 3,259,405 $ 22.22 3.9 $ 29.7 Unvested at January 2, 2021 (54,541) Exercisable at January 2, 2021 3,204,864 $ 22.03 3.8 $ 29.7 The total pretax intrinsic value of stock options exercised during fiscal years 2020, 2019 and 2018 was $9.3 million, $10.7 million and $21.2 million, respectively. As of January 2, 2021, there was $0.1 million of unrecognized compensation expense related to stock option grants expected to be recognized over a weighted-average period of 0.9 years. As of December 28, 2019 and December 29, 2018, there was $0.2 million and $0.4 million, respectively, of unrecognized compensation expense related to stock option awards expected to be recognized over a weighted-average period of 1.4 years and 0.8 years, respectively. The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price as of each fiscal year end, which would have been received by the option holders had all option holders exercised options, where the market price o f the Company's stock was above the strike price ("in-the-money"), as of that date. The total number of in-the-money options exercisable as of January 2, 2021, based on the Company’s closing stock price of $31.25 per share, was 3,096,685 and the weighted-average exercise price was $21.66 per share . As of December 28, 2019, 3,974,757 outstanding options were exercisable and in-the-money, with a weighted-average exercise price of $21.29 per share. |