Equity-Based Compensation | 22. 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 2011 Option Plan (as defined below) (except with respect to outstanding options 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. The Company granted to certain officers and team members the following awards during 2014, under the 2013 Incentive Plan: Grant Date Award Type Shares of common stock Exercise Price Grant date fair value March 4, 2014 Options 320,041 $ 39.01 $ 10.66 RSUs 108,980 — $ 39.01 May 19, 2014 Options 37,047 $ 28.50 $ 8.07 RSUs 2,174 — $ 28.50 The options vest ratably over a period of 12 quarters (three years) and the RSUs vest either one-third each year for three years or one-half each year for two years. The options expire seven years from grant date. T he Company granted to certain officers and team members the following awards during 2015, under the 2013 Incentive Plan: Grant Date Award Type Shares of common stock Exercise Price Grant date fair value March 11, 2015 Options 277,833 $ 34.33 $ 9.42 RSUs 87,394 — $ 34.33 PSAs 71,753 — $ 34.33 May 21, 2015 Options 14,492 $ 30.30 $ 8.28 RSUs 3,896 — $ 30.30 August 11, 2015 Options 2,138,899 $ 20.98 $ 5.79 RSUs 5,660 — $ 20.98 November 10, 2015 Options 4,431 $ 23.26 $ 6.77 . RSUs 1,370 — $ 23.26 The options vest ratably over a period of 12 quarters (three years), and the RSUs vest either one-third each year for three years or one-half each year for two years. The options expire seven years from grant date. The PSAs are described below. The Company granted to certain officers and team members the following awards during 2016, under the 2013 Incentive Plan: Grant Date Award Type Shares of common stock Exercise Price Grant date fair value March 4, 2016 Options 318,156 $ 28.21 $ 8.59 RSUs 213,767 — $ 28.21 PSAs 92,942 — $ 28.21 April 11, 2016 Options 4,627 $ 27.69 $ 8.32 RSUs 1,335 — $ 27.69 May 9, 2016 RSUs 14,404 — $ 26.65 May 23, 2016 Options 419,935 $ 24.48 $ 6.54 RSAs 217,852 — $ 24.48 August 18, 2016 RSUs 7,499 — $ 22.44 The options vest ratably one-third each year for three years and the RSUs vest either one-third each year for three years or one-half each year for two years for team members. RSUs granted to independent members of its board of directors cliff vest in one year. The options expire seven years from grant date. The PSAs and RSAs are described below. 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 January 1, 2017, 6,299,069 shares of common stock are reserved for issuance under the 2013 Incentive Plan. 2011 Option Plan In May 2011, the Company adopted the Sprouts Farmers Markets, LLC Option Plan (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. Stock Options In the event of a change in control as defined in the award agreements issued under the 2013 Incentive Plan and in the 2011 Option Plan, all options and awards issued prior to 2015 become immediately vested and exercisable. For grants issued in and subsequent to 2015, the options and awards only become immediately vested in the event of a change in control (as defined in the applicable team member award agreement) if the grants are not continued or assumed by the acquirer on a substantially equivalent basis. If the options and awards continue or are assumed on a substantially equivalent basis, but employment is terminated by the Company or an acquirer without cause or by the team member for good reason (as such terms are defined in the applicable team member award agreement) within 24 months following the change in control, such options or awards will become immediately vested upon such termination. Under all other scenarios, the awards continue to vest per the schedule outlined in the applicable team member award agreement. Shares issued for option exercises are newly issued shares. The estimated fair values of options granted during 2016, 2015 and 2014 range from $5.79 to $10.66, and were calculated using the following assumptions: 2016 2015 2014 Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 33.92% 30.61% to 32.51% 31.19% to 32.19% Risk free interest rate 1.18% to 1.32% 1.44% to 1.67% 1.20% to 1.33% Expected term, in years 3.53 to 4.50 4.31 4.31 The grant date weighted average fair value of the 1.2 million options issued but not vested as of January 1, 2017 was $7.02. The grant date weighted average fair value of the 2.1 million options issued but not vested as of January 3, 2016 was $6.32. The grant date weighted average fair value of the 0.9 million options issued but not vested as of December 28, 2014 was $5.42. The following table summarizes grant date weighted average fair value of options granted and options forfeited: Year Ended January 1, 2017 January 3, 2016 December 28, 2014 Grant date weighted average fair value of options granted $ 7.43 $ 6.22 $ 10.39 Grant date weighted average fair value of options forfeited $ 8.60 $ 5.36 $ 6.79 Expected volatility is calculated based upon historical volatility data from a group of comparable companies and the Company over a timeframe consistent with the expected life of the awards. The expected term is estimated based on the expected period that the options are anticipated to be outstanding after initial grant until exercise or expiration based upon various factors including the contractual terms of the awards and vesting schedules. The expected risk-free rate is based on the U.S. Treasury yield curve rates in effect at the time of the grant using the term most consistent with the expected life of the award. Dividend yield was estimated at zero as the Company does not anticipate making regular future distributions to stockholders. The total intrinsic value of options exercised was $12.3 million, $53.4 million, and $161.7 million for 2016, 2015, and 2014, respectively. The following table summarizes option activity during 2016: Number of Options (1) Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding at January 3, 2016 6,636,031 $ 10.55 Granted 742,718 26.10 Forfeited (55,823 ) 30.70 Exercised (565,568 ) 4.84 $ 12,258 Outstanding at January 1, 2017 6,757,358 12.57 3.20 $ 60,589 Exercisable—January 1, 2017 5,552,033 9.88 2.65 $ 60,589 Vested/Expected to vest—January 1, 2017 6,736,965 $ 12.53 3.19 $ 60,589 (1) Outstanding balance at January 3, 2016 presented above does not coincide with outstanding balance at January 3, 2016 presented in the 2015 10-K filing due to the nullity of certain equity awards granted in connection with the appointments of the Company’s Chief Executive Officer and President & Chief Operating Officer in August 2015 RSUs In the event of a change in control as defined in the award agreements issued under the 2013 Incentive Plan, all RSUs granted prior to 2015 become immediately vested. RSUs granted in and subsequent to 2015 only become immediately vested in the event of a change in control (as defined in the applicable team member award agreement) if the awards are not continued or assumed by the acquirer on a substantially equivalent basis. If the awards continue or are assumed on a substantially equivalent basis, but employment is terminated by the Company or an acquirer without cause or by the team member for good reason (as such terms are defined in the applicable team member award agreement) within 24 months following the change in control, such awards will become immediately vested upon such termination. Under all other scenarios, the awards continue to vest per the schedule outlined in the applicable team member award agreement. Shares issued for RSU vesting are newly issued shares. The estimated fair value of RSUs granted during 2016 and 2015 range from $20.98 to $34.33, and were calculated based on the closing price on the grant date. The following table summarizes the weighted average grant date fair value of RSUs awarded during 2016, 2015, and 2014: Year Ended January 1, 2017 January 3, 2016 December 28, 2014 RSUs awarded $ 27.93 $ 33.25 $ 38.80 The following table summarizes RSU activity during 2016: Number of RSUs Weighted Average Grant Date Fair Value Outstanding at January 3, 2016 142,783 $ 35.26 Awarded 237,005 27.93 Released (70,522 ) 36.29 Forfeited (34,878 ) 28.93 Outstanding at January 1, 2017 274,388 $ 29.47 PSAs PSAs granted in March 2015 were earned based on the Company’s achievement of certain earnings per share performance targets during 2015. Such PSAs vest 50% on the second anniversary of the grant date (2017), and 50% on the third anniversary of the grant date (2018). PSAs granted in March 2016 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 EBIT target for each of the three years during the performance period is based on a percentage increase over the previous year’s actual EBIT, with each annual performance tranche measured independently of the previous and next tranche. Cumulative performance is based on the aggregate annual performance and is measured against a cumulative performance target. Payout of the performance shares will either be 0% or range from 50% to 150% of the target number of shares granted, depending upon goal achievement. If the performance conditions are met, the applicable number of performance shares is subject to cliff vesting on the third anniversary of the grant date (March 2019). The PSAs only become immediately vested in the event of a change in control (as defined in the applicable team member award agreement) if the awards are not continued or assumed by the acquirer on a substantially equivalent basis. If the awards continue or are assumed on a substantially equivalent basis, but employment is terminated by the Company or an acquirer without cause or by the team member for good reason (as such terms are defined in the applicable team member award agreement) within 24 months following the change in control, such awards will become immediately vested upon such termination. Under all other scenarios, the awards continue to vest per the schedule outlined in the applicable team member award agreement. Shares issued for PSA vesting are newly issued shares. The estimated fair value of each performance share granted pursuant to PSAs during 2016 is $28.21, and was calculated based on the closing price on the grant date. The total grant date fair value of PSAs granted during 2016 was $2.6 million. There were no PSAs released during 2016. The total grant date fair value of performance shares forfeited during 2016 was $0.1 million. The total grant date fair value of the 0.1 million PSAs issued but not released as of January 1, 2017 was $2.6 million. During 2016, the Company’s board of directors determined that the performance targets for the 2016 tranche were not met and 30,981 performance shares were not earned. The total grant date fair value of PSAs granted during 2015 was $2.5 million. There were no PSAs released during 2015. The total grant date fair value of PSAs forfeited during 2015 was $0.1 million. The total grant date fair value of the 0.1 million PSAs issued but not released as of January 3, 2016 was $2.4 million. Subsequent to January 3, 2016, the Company’s board of directors determined that the performance targets were met and 0.1 million performance shares were earned and remained subject to time-vesting restrictions. The following table summarizes PSA activity during 2016: Number of PSAs Weighted Average Grant Date Fair Value Outstanding at January 3, 2016 70,139 34.33 Awarded 92,942 28.21 Released — — Forfeited (4,145 ) 34.33 Outstanding at January 1, 2017 158,936 30.75 RSAs The fair value of RSAs is based on the closing price of the Company’s common stock on the grant date. RSAs either vest ratably over a seven quarter period, beginning on December 31, 2016 or cliff vest on June 30, 2018. The RSAs only become immediately vested in the event of a change in control (as defined in the applicable team member award agreement) if the awards are not continued. If the awards continue, but employment is terminated by the Company or an acquirer without cause or by the team member for good reason (as such terms are defined in the applicable team member award agreement) within 24 months following the change in control, such awards will become immediately vested upon such termination. Under all other scenarios, the awards continue to vest per the schedule outlined in the applicable team member award agreement. Shares issued for RSA vesting are newly issued shares. The estimated fair values of RSAs granted during 2016 is $24.48 per share of restricted stock, and was calculated based on the closing price on the grant date. The total grant date fair value of RSAs granted during 2016 was $5.3 million. The total grant date fair value of shares of restricted stock released upon vesting during 2016 was $0.8 million. There were no RSAs forfeited during 2016. The total grant date fair value of the 187,101 shares of restricted stock issued but not released as of January 1, 2017 was $4.6 million. The following table summarizes RSA activity during 2016: Number of RSAs Weighted Average Grant Date Fair Value Outstanding at January 3, 2016 — — Awarded 217,852 $ 24.48 Released (30,751 ) 24.48 Forfeited — — Outstanding at January 1, 2017 187,101 $ 24.48 Equity-Based Compensation Expense Equity-based compensation expense was as follows: Year Ended January 1, 2017 January 3, 2016 December 28, 2014 Cost of sales, buying and occupancy $ 965 $ 681 $ 695 Direct store expenses 1,345 1,103 788 Selling, general and administrative expenses 11,089 6,234 3,872 Total equity-based compensation expense $ 13,399 $ 8,018 $ 5,355 The Company recognized income tax benefits of $5.2 million, $3.1 million and $2.1 million for 2016, 2015, and 2014, respectively. As of January 1, 2017, total unrecognized compensation expense related to outstanding equity-based awards was as follows: As of January 1, 2017 Options $ 7,377 RSUs 4,569 PSAs 548 RSAs 3,764 Total unrecognized compensation expense $ 16,258 As of January 1, 2017, the total remaining weighted average recognition period related to outstanding equity-based awards was as follows: As of January 1, 2017 Options 1.63 RSUs 1.43 PSAs 1.56 RSAs 1.49 During 2016, 2015 and 2014, the Company received $2.7 million, $6.6 million and $11.1 million in cash proceeds from the exercise of options, respectively. During 2016, 2015 and 2014, the Company recorded $3.7 million, $20.0 million and $47.3 million of excess tax benefits from the exercise of options, respectively. Equity Award Restructuring In connection with the appointments of the Company’s Chief Executive Officer and President & Chief Operating Officer in August 2015, the Compensation Committee of the Company’s Board of Directors approved a grant of stock options to purchase 1,200,000 and 500,000 shares of the Company’s common stock at an exercise price of $20.98 per share to these officers, respectively (the “August 2015 Options”) pursuant to the 2013 Incentive Plan. The August 2015 Options, taken together with other options granted under the 2013 Incentive Plan to such officers during 2015, exceeded the limit of 500,000 shares which may be granted pursuant to stock options and stock appreciation rights per calendar year to each participant under the 2013 Incentive Plan by 733,439 shares in the case of the Company’s Chief Executive Officer and 33,439 shares in the case of the Company’s President & Chief Operating Officer (the “Excess Options”). Accordingly, the Company has determined, and these officers have acknowledged, that the grants of the Excess Options were null and void. In order to satisfy the original intent with respect to these individuals’ compensation, on May 23, 2016, the Compensation Committee granted to the Company’s Chief Executive Officer and President & Chief Operating Officer under the 2013 Incentive Plan options to purchase 386,496 and 33,439 shares of the Company’s common stock at an exercise price of $24.48 per share, respectively, and 215,251 and 2,601 RSAs, respectively. The Company recognized compensation expense of $1.9 million during the year ended January 1, 2017 related to the options and RSAs granted. |