Share-Based Compensation | Share-Based Compensation 2019 Omnibus Incentive Plan In June 2019, the Company’s board of directors adopted and approved the 2019 Omnibus Incentive Plan (the “2019 Plan”). The 2019 Plan became effective on June 13, 2019 and allows for the issuance of up to 31,864,865 shares of Class A common stock. No awards may be granted under the 2019 Plan after June 2029. The 2019 Plan provides for the grant of stock options, including incentive stock options, non-qualified stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards (collectively “awards”). The awards may be granted to the Company’s employees, consultants, and directors, and the employees and consultants of the Company’s affiliates and subsidiaries. Service and Performance-Based Awards The Company grants restricted stock units that vest upon satisfaction of both service-based vesting conditions and company performance or market-based vesting conditions (“PRSUs”), subject to the employee’s continued employment with the Company through the applicable vesting date. The Company records share-based compensation expense for PRSUs over the requisite service period and accounts for forfeitures as they occur. Service-Based Awards The Company grants restricted stock units with service-based vesting conditions (“RSUs”) which vest subject to the employee’s continued employment with the Company through the applicable vesting date. The Company records share-based compensation expense for RSUs on a straight-line basis over the requisite service period and accounts for forfeitures as they occur. Service and Performance-Based Awards Activity The following table summarizes the activity related to the Company’s PRSUs for the thirty-nine weeks ended October 31, 2021 (in thousands, except for weighted average grant date fair value): Number of PRSUs Weighted Average Grant Date Fair Value Outstanding as of January 31, 2021 13,011 $ 35.95 Granted 32 $ 80.85 Vested (2,676) $ 35.70 Forfeited (1,075) $ 35.16 Unvested and outstanding as of October 31, 2021 9,292 $ 36.26 The total fair value of PRSUs that vested during the thirty-nine weeks ended October 31, 2021 was $205.6 million. As of October 31, 2021, total unrecognized compensation expense related to unvested PRSUs was $35.3 million and is expected to be recognized over a weighted-average expected performance period of 1.3 years. During the thirty-nine weeks ended October 31, 2021 and November 1, 2020, vesting occurred for 93,309 and 186,617 PRSUs, respectively, previously granted to an employee of PetSmart. For accounting purposes, the issuance of Class A common stock upon vesting of these PRSUs is treated as a distribution to a parent entity because both the Company and PetSmart are controlled by affiliates of BC Partners. The fair value of the PRSUs with market-based vesting conditions was determined on the date of grant using a Monte Carlo model to simulate total stockholder return for the Company and peer companies with the following assumptions: Performance period 5 years Weighted-average risk-free interest rate 1.8% Weighted-average volatility 49.7% Weighted-average dividend yield —% The risk-free interest rate utilized is based on a 5-year term-matched zero-coupon U.S. Treasury security yield at the time of grant. Expected volatility is based on historical volatility of the stock of the Company’s peer firms. The fair value for PRSUs with a Company performance-based vesting condition is established based on the market price of the Company’s Class A common stock on the date of grant. Service-Based Awards Activity The following table summarizes the activity related to the Company’s RSUs for the thirty-nine weeks ended October 31, 2021 (in thousands, except for weighted average grant date fair value): Number of RSUs Weighted Average Grant Date Fair Value Outstanding as of January 31, 2021 713 $ 48.58 Granted 2,292 $ 79.48 Vested (190) $ 42.74 Forfeited (408) $ 69.62 Unvested and outstanding as of October 31, 2021 2,407 $ 74.97 The total fair value of RSUs that vested during the thirty-nine weeks ended October 31, 2021 was $17.2 million. As of October 31, 2021, total unrecognized compensation expense related to unvested RSUs was $149.4 million and is expected to be recognized over a weighted-average expected performance period of 3.1 years. The fair value for RSUs is established based on the market price of the Company’s Class A common stock on the date of grant. As of October 31, 2021, there were 6.7 million additional shares of Class A common stock reserved for future issuance under the 2019 Plan. Share-Based Compensation Expense Share-based compensation expense is included within selling, general and administrative expenses in the condensed consolidated statements of operations. The Company recognized share-based compensation expense as follows (in thousands): 13 Weeks Ended 39 Weeks Ended October 31, November 1, October 31, November 1, PRSUs $ 5,825 $ 22,463 $ 29,975 $ 96,611 RSUs 12,979 2,345 33,713 3,577 Total share-based compensation expense $ 18,804 $ 24,808 $ 63,688 $ 100,188 |