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 thirteen weeks ended April 3, 2022, the Company granted the following share-based compensation awards under the 2013 Incentive Plan: Grant Date RSUs PSAs Options March 15, 2022 370,177 147,846 211,352 March 21, 2022 104,913 14,260 20,270 Total 475,090 162,106 231,622 Weighted-average grant date fair value $ 31.60 $ 31.52 $ 10.58 Weighted-average exercise price — — $ 31.52 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 April 3, 2022 , there were 3,037,733 stock awards outstanding and 2,756,557 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 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). There were no outstanding 2018 PSAs as of April 3, 2022. 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. The performance conditions with respect to fiscal year 2021 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 2022). During the thirteen weeks ended April 3, 2022 , 208,172 of the 2019 PSAs vested. There were no outstanding 2019 PSAs as of April 3, 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). PSAs granted in 2022 are subject to the Company achieving certain EBIT performance targets for the 2024 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 2025). 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 April 3, 2022 April 4, 2021 Share-based compensation expense $ 4,456 $ 3,613 The following share-based awards were outstanding as of April 3, 2022 and April 4, 2021: As of April 3, 2022 April 4, 2021 (in thousands) Options Vested 376 314 Unvested 1,088 1,304 RSUs 1,083 944 PSAs 491 478 As of April 3, 2022, total unrecognized compensation expense and remaining weighted average recognition period related to outstanding share-based awards was as follows: Unrecognized Remaining Options $ 5,566 1.6 RSUs 24,828 2.0 PSAs 9,018 1.9 Total unrecognized compensation expense at April 3, 2022 $ 39,412 During the thirteen weeks ended April 3, 2022 and April 4, 2021 , the Company received $ 2.6 million and $ 0.9 million, respectively, in cash proceeds from the exercise of options. |