Equity-Based Compensation | 13. Equity-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 and replaced the Sprouts Farmers Markets, LLC Option Plan (the “2011 Option Plan”) (except with respect to outstanding options to acquire shares under the 2011 Option Plan).The 2013 Incentive Plan serves as the umbrella plan for the Company’s stock-based and cash-based incentive compensation programs for its directors, officers and other team members. 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. 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. At April 3, 2016, there were 3,760,969 stock awards outstanding under the 2013 Incentive Plan. 2011 Option Plan In May 2011, the Company adopted the 2011 Option Plan to provide team members or directors of the Company with options to acquire shares of the Company. The Company had authorized 12,100,000 shares for issuance under the 2011 Option Plan. Options may no longer be issued under the 2011 Option Plan. At April 3, 2016, there were 3,917,644 options outstanding under the 2011 Option Plan. Awards Granted During the thirteen weeks ended April 3, 2016, the Company granted the following stock-based compensation awards: Grant Date Stock Options RSUs PSAs March 4, 2016 318,156 213,767 92,942 Weighted-average grant date fair value $ 8.59 $ 28.21 $ 28.21 Weighted-average exercise price $ 28.21 — — 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 and vary depending on if they are time-based or performance-based. Time-based options granted prior to 2016 generally vest ratably over a period of 12 quarters (three years), and time-based options granted in 2016 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 2015 are restricted shares that were subject to the Company achieving certain earnings per share performance targets, as well as additional time-vesting conditions. The fair value of PSAs is based on the closing price of the Company’s common stock on the grant date. During the thirteen weeks ended April 3, 2016, the performance conditions with respect to 2015 earnings per share were deemed to have been met, and the PSAs will vest 50 percent at each of the second and third anniversary of the grant date. PSAs granted in 2016 are restricted shares that are subject to the Company achieving certain earnings before interest and taxes (“EBIT”) performance targets on an annual and cumulative basis over a three-year performance period, as well as additional time-vesting conditions. The fair value of these PSAs is based on the closing price of the Company’s common stock on the grant date. The EBIT target resets annually for each of the three years during the performance period based on a percentage increase over the previous year’s actual EBIT, with each annual performance tranche independent of the previous and next tranche. Cumulative performance is based on the aggregate annual performance targets. Payout of the performance shares will either be 0% or range from 50% to 150% of the target number of shares granted. If the performance conditions are met, PSAs cliff vest on the third anniversary of the grant date. Equity-based Compensation Expense Equity-based compensation expense was reflected in the consolidated statements of operations as follows: Thirteen Weeks Ended April 2016 March 29, 2015 Cost of sales, buying and occupancy $ 218 $ 101 Direct store expenses 317 183 Selling, general and administrative expenses 2,121 858 Equity-based compensation expense before income taxes 2,656 1,142 Income tax benefit (1,009 ) (446 ) Net equity-based compensation expense $ 1,647 $ 696 As of April 3, 2016 and January 3, 2016, there were approximately 7.2 million and 7.4 million options outstanding, of which 2.2 million and 2.1 million were unvested options, respectively. As of April 3, 2016 and January 3, 2016, there were approximately 0.3 million and 0.1 million unvested RSUs outstanding, respectively. As of April 3, 2016 and January 3, 2016, there were approximately 0.2 million and 0.1 million unvested PSAs outstanding, respectively. As of April 3, 2016 total unrecognized compensation expense related to outstanding options was $14.2 million which, if the applicable service conditions are fully met, is expected to be recognized over the next 2.2 years on a weighted-average basis. As of April 3, 2016, total unrecognized compensation expense related to outstanding RSUs was $7.9 million which, if the service conditions are fully met, is expected to be recognized over the next 2.2 years on a weighted-average basis. As of April 3, 2016, total unrecognized compensation expense related to outstanding PSAs for which the performance criteria has been achieved was $1.4 million, which is expected to be recognized over the next 1.4 years on a weighted-average basis. As of April 3, 2016, total unrecognized compensation expense related to outstanding PSAs for which the performance period is in progress was $2.6 million which, if the performance conditions are fully met, is expected to be recognized over the next 2.9 years on a weighted-average basis. If performance conditions are not met, no expense will be recorded. During the thirteen weeks ended April 3, 2016 and March 29, 2015, the Company received $1.9 million and $3.4 million, respectively, in cash proceeds from the exercise of options. |