Share-Based Compensation | 12. Share-Based Compensation 2013 Incentive Plan The Company’s board of directors adopted, and its equity holders approved, the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “2013 Incentive Plan”). The 2013 Incentive Plan became effective July 31, 2013 in connection with the Company’s initial public offering. The 2013 Incentive Plan serves as the umbrella plan for the Company’s share-based and cash-based incentive compensation programs for its directors, officers and other team members. Awards granted under these plans include stock options, RSUs, PSAs, and RSAs. On May 1, 2015, the Company’s stockholders approved the material terms of the performance goals under the 2013 Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code as then in effect. Awards Granted During the thirty-nine weeks ended October 3, 2021, the Company granted the following share-based compensation awards under the 2013 Incentive Plan: Grant Date RSUs PSAs Options March 16, 2021 356,503 178,780 404,016 June 9, 2021 50,839 — 6,493 September 7, 2021 25,579 — 11,128 September 20, 2021 168,137 — — Total 601,058 178,780 421,637 Weighted-average grant date fair value $ 24.11 $ 24.42 $ 7.66 Weighted-average exercise price — — $ 24.45 The aggregate number of shares of common stock that may be issued to team members and directors under the 2013 Incentive Plan may not exceed 10,089,072 . Shares subject to awards granted under the 2013 Incentive Plan which are subsequently forfeited, expire unexercised or are otherwise not issued will not be treated as having been issued for purposes of the share limitation. As of October 3, 2021 , there were 2,746,105 stock awards outstanding and 3,673,561 shares remaining available for issuance under the 2013 Incentive Plan. Stock Options The Company uses the Black-Scholes option pricing model to estimate the fair value of options at grant date. Options vest in accordance with the terms set forth in the grant letter. Time-based options vest annually over a period of three years . RSUs The fair value of RSUs is based on the closing price of the Company’s common stock on the grant date. RSUs generally vest annually over a period of two or three years from the grant date. PSAs PSAs granted in 2017 were subject to the Company achieving certain earnings per share performance targets during fiscal year 2017. The criteria was based on a range of performance targets in which grantees could earn between 10 % and 150 % of the base number of awards granted. The performance conditions with respect to fiscal year 2017 earnings per share were deemed to have been met, and the PSAs vested 50 % on the second anniversary of the grant date (March 2019) and vested 50 % on the third anniversary of the grant date (March 2020). There were no outstanding 2017 PSAs as of October 3, 2021. PSAs granted in 2018 were subject to the Company achieving certain earnings before interest and taxes (“EBIT”) performance targets for the 2020 fiscal year. The criteria was based on a range of performance targets in which grantees may earn 0 % to 200 % of the base number of awards granted. The performance conditions with respect to fiscal year 2020 EBIT were deemed to have been met, and the PSAs vested at the maximum pay out level on the third anniversary of the grant date (March 2021). During the thirty-nine weeks ended October 3, 2021 , 31,544 of the 2018 PSAs vested. There were no outstanding 2018 PSAs as of October 3, 2021. PSAs granted in 2019 are subject to the Company achieving certain EBIT performance targets for the 2021 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0 % to 200 % of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2022). PSAs granted in 2020 are subject to the Company achieving certain earnings before taxes (“EBT”) performance targets for the 2022 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0 % to 200 % of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2023). PSAs granted in 2021 are subject to the Company achieving certain EBIT performance targets for the 2023 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0 % to 200 % of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2024). RSAs The fair value of RSAs is based on the closing price of the Company’s common stock on the grant date. Outstanding RSA grants vest annually over three years . There were no outstanding RSAs as of October 3, 2021. Share-based Compensation Expense The Company presents share-based compensation expense in selling, general and administrative expenses on the Company’s consolidated statements of income. The amount recognized was as follows: Thirteen weeks ended Thirty-nine weeks ended October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Share-based compensation expense $ 3,453 $ 3,673 $ 11,304 $ 10,400 Income tax benefit ( 518 ) ( 663 ) ( 1,929 ) ( 2,011 ) Net share-based compensation expense $ 2,935 $ 3,010 $ 9,375 $ 8,389 The following share-based awards were outstanding as of October 3, 2021 and September 27, 2020: As of October 3, 2021 September 27, 2020 (in thousands) Options Vested 244 235 Unvested 1,134 1,095 RSUs 935 914 PSAs 433 315 As of October 3, 2021, total unrecognized compensation expense and remaining weighted average recognition period related to outstanding share-based awards was as follows: Unrecognized Remaining Options $ 4,458 1.8 RSUs 16,090 1.7 PSAs 6,627 1.6 Total unrecognized compensation expense at October 3, 2021 $ 27,175 During the thirty-nine weeks ended October 3, 2021 and September 27, 2020 , the Company received $ 1.9 million and $ 1.3 million, respectively, in cash proceeds from the exercise of options. |