Equity Based Compensation | 15. Equity-Based Compensation 2021 Omnibus Incentive Plan In August 2021, our board of directors adopted the 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”) which became effective upon consummation of our IPO and provides for the grant of equity-based awards to employees, consultants, and non-employee directors. The 2021 Incentive Plan initially provided for an aggregate of 6,374,273 shares of Class A common stock that are reserved for issuance in respect of awards granted under the 2021 Incentive Plan. In addition, the number of shares reserved for issuance under the 2021 Incentive Plan will automatically increase each fiscal year beginning with fiscal year 2022 and ending with fiscal year 2031 by the lesser of (a) 1 % of the total number of shares outstanding on the last day of the immediately preceding fiscal year on a fully diluted basis assuming that all shares available for issuance under the 2021 Incentive Plan are issued and outstanding or (b) such number of shares determined by our board of directors. As of January 6, 2024, there were 6,279,402 shares available for issuance under the 2021 Incentive Plan. Class A Common Stock Options During the year ended January 6, 2024, we granted 325,878 stock options with a weighted average exercise price of $ 19.76 per share to certain employees under the 2021 Incentive Plan. During the year ended December 31, 2022 , no stock options were granted under the 2021 Incentive Plan. During the year ended December 25, 2021 , we granted 322,997 stock options with an exercise price of $ 17.00 per share to certain employees under the 2021 Incentive Plan. The stock options granted have a ten-year contractual term and will cliff vest on the third anniversary of the date of grant, subject in all cases to continued employment on the applicable vesting date. The weighted average grant date fair value of the stock options for the years ended January 6, 2024 and December 25, 2021 was $ 9.84 and $ 7.48 , respectively. The total grant date fair value of the stock options will be recognized as equity-based compensation expense over the vesting period. A summary of activity related to the options is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 213,178 $ 17.00 Granted 325,878 19.76 Forfeited ( 54,965 ) 17.91 Outstanding at January 6, 2024 484,091 $ 18.76 8.7 $ — Exercisable at January 6, 2024 — — — — During the years ended January 6, 2024, December 31, 2022 and December 25, 2021, we recognized $ 1,104 , $ 440 and $ 305 of equity-based compensation expense related to the options in selling, general, and administrative expense, respectively. As of January 6, 2024, there was $ 2,486 of total unrecognized compensation expense related to outstanding stock options expected to be recognized over a weighted average period of 2.1 years. The Company previously used the Black-Scholes model to estimate the fair value of stock option grants. However, as the options granted during fiscal year 2023 were granted with exercise prices 20% higher than the closing price, it was determined that the options contained an implicit market condition. As such, the Company estimated the fair value of the options using a binomial lattice model. The following table presents the weighted average assumptions used in the lattice model to determine the fair value of the stock options granted during the year ended January 6, 2024: For the Year Ended January 6, 2024 Expected dividend yield 0.0 % Expected volatility 61.5 % Risk-free rate 3.6 % Suboptimal exercise factor 2.5 x A description of each of the inputs to the lattice model is as follows: • Expected dividend yield - The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. An increase in the expected dividend yield would decrease compensation expense. • Expected volatility - This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. The expected volatility was based on the historical volatility of the Company as well as that of a group of guideline companies. An increase in expected volatility would increase compensation expense. • Risk-free interest rate - This is the U.S. Treasury rate as of the measurement date having a term approximating the contractual term of the award. An increase in the risk-free interest rate would increase compensation expense. • Suboptimal exercise factor - The multiple of the exercise price at which an option exercise would be expected to occur. An increase in the suboptimal exercise factor would increase compensation expense. The following table presents the assumptions used in the Black-Scholes model to determine the fair value of the stock options granted during the year ended December 25, 2021. For the Year Ended December 25, 2021 Expected dividend yield 0.0 % Expected volatility 43.8 % Risk-free rate 0.9 % Expected term (in years) 6.5 A description of each of the inputs to the Black-Scholes model is as follows: • Expected dividend yield - An increase in the expected dividend yield would decrease compensation expense. • Expected volatility - This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. The expected volatility was based on the historical volatility of a group of guideline companies. An increase in expected volatility would increase compensation expense. • Risk-free interest rate - This is the U.S. Treasury rate as of the measurement date having a term approximating the expected life of the award. An increase in the risk-free interest rate would increase compensation expense. • Expected term - The period of time over which the awards are expected to remain outstanding. The Company estimated the expected term as the mid-point between actual or expected vesting date and the contractual term. An increase in the expected term would increase compensation expense. Restricted Stock Units During the years ended January 6, 2024, December 31, 2022 and December 25, 2021 we granted 349,569 , 69,266 and 494,388 restricted stock units (“RSUs”), respectively, to certain directors and employees under the 2021 Incentive Plan. The awards generally vest in three equal installments of 33.33 % on each of the first three anniversaries of the date of grant, subject in all cases to continued employment on the applicable vesting date. The weighted average grant date fair values of the RSUs granted during the years ended January 6, 2024, December 31, 2022 and December 25, 2021 were $ 16.45 , $ 21.42 and $ 17.42 , respectively, and were equal to the closing price of the underlying Class A common stock on the date of grant. The total grant date fair value of the restricted stock units will be recognized as equity-based compensation expense over the vesting period. A summary of activity related to the RSUs is as follows: Number of RSUs Weighted Average Grant Date Outstanding at December 31, 2022 285,459 $ 18.24 Granted 349,569 16.45 Vested ( 146,243 ) 17.63 Forfeited ( 66,924 ) 17.33 Outstanding at January 6, 2024 421,861 $ 17.11 During the years ended January 6, 2024, December 31, 2022 and December 25, 2021, we recognized $ 3,673 , $ 2,839 and $ 1,219 , respectively, of equity-based compensation expense related to the RSUs in selling, general, and administrative expense. As of January 6, 2024, there was $ 5,036 of total unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted average period of 1.8 years. The fair value of RSUs vested during the years ended January 6, 2024, December 31, 2022 and December 25, 2021 were $ 2,632 , $ 3,117 and $ 307 , respectively. Management Holdco Incentive Plan On December 12, 2018, EWC Ventures LLC and Management Holdco adopted the Amended and Restated EWC Management Holdco, LLC Equity Incentive Plan (the “LLC Incentive Plan”), under which Management Holdco granted units of Management Holdco (“Incentive Units”) to employees, directors, and consultants of EWC Ventures LLC and its subsidiaries. In connection with the Reorganization Transactions, modifications to certain pre-reorganization equity-based awards outstanding under the LLC Incentive Plan were made, primarily with respect to certain vesting conditions, which resulted in the Company recording additional equity-based compensation expense of $ 8,489 during the year ended December 25, 2021. The terms of awards outstanding under the LLC Incentive plan are described below. There will be no further grants made under the LLC Incentive Plan. Time-based Units Prior to the consummation of the Reorganization Transactions, EWC Ventures LLC granted time-based Incentive Units under the LLC Incentive Plan. The time-based Incentive Units generally vest over 5 years, and the Company expenses time-based Incentive Units based on the grant date fair value of the award on a straight-line basis over the associated service period of the award. In connection with the Reorganization Transactions, the time-based Incentive Units were recapitalized into a new number of EWC Ventures Units (which we refer to as the “Time-based Units” both before and after the Reorganization Transactions), equal to the same aggregate fair value as the award immediately prior to the Reorganization Transactions, and subject to the original vesting schedules. No incremental expense was recognized as there was no change to the fair value of the awards as a result of the Reorganization Transactions. Accordingly, we continue to recognize the original grant date fair value of the Time-based Units over the remaining service period. The Company estimated the fair value of the Time-based Units as of the grant date based on a determination of the total fair value of the Company’s equity as of the valuation date which was then run through a hypothetical liquidation model. We determined that the activity for the period prior to the Reorganization Transactions would not be meaningful to the users of these consolidated financial statements due to the significant nature of the Reorganization Transactions on the capital structure. The following table sets forth the activity related to the Time-Based Units for the year ended January 6, 2024: Number of Time-Based Units Weighted Average Grant Date Outstanding at December 31, 2022 309,330 $ 2.53 Vested ( 270,458 ) 2.48 Forfeited ( 13,197 ) 3.40 Outstanding at January 6, 2024 25,675 $ 2.54 During the years ended January 6, 2024, December 31, 2022 and December 25, 2021 we recognized $ 1,088 , $ 2,277 and $ 1,122 , respectively, of equity-based compensation expense related to Time-based Units in selling, general, and administrative expense. Of the equity-based expense related to Time-based Units recognized d uring the year ended December 31, 2022, approximately $ 1,248 related to the acceleration of vesting on 75,000 Time-based Units in accordance with the separation agreement between the Company and our previous chief financial officer. As of January 6, 2024, there was $ 85 of total unrecognized compensation expense related to unvested time-based Incentive Units expected to be recognized over a weighted average period of 0.8 years. The fair value of Time-based Units vested during the years ended January 6, 2024, December 31, 2022 and December 25, 2021 were $ 4,215 , $ 7,240 and $ 6,016 , respectively. 2.0x Units and 2.5x Units Prior to the consummation of the Reorganization Transactions, EWC Ventures LLC granted Incentive Units with performance-based vesting criteria that vest in one or more tranches contingent upon the achievement of certain targets, including a tranche which vested upon the achievement of 2.0x multiple on invested capital (“MOIC”) and a tranche which vested upon achievement of a 2.5x MOIC. Equity-based compensation expense was not previously recognized for these awards, based on the projected probability of achievement of the respective target(s). In connection with the Reorganization Transactions, these awards were recapitalized into a new number of EWC Ventures Units (which we refer to as the “2.0x Units” and 2.5x Units” both before and after the Reorganization Transactions). The vesting conditions were modified to include a time-based vesting condition such that the units will vest as if the units were time-based units on the initial date of grant; provided that, such units shall still fully vest upon achievement of the original performance targets, as applicable. As a result of the modification, the Company recorded equity-based compensation expense of $ 5,645 during the year ended December 25, 2021, which is the modification date fair value of the awards which became immediately vested. The remainder of the modification date fair value of the 2.0x Units and 2.5x Units is recognized straight line over the remaining service period. The modification date fair value was determined based on the fair value of the underlying EWC Ventures Units on the modification date, which was determined based on the initial public offering price per share of the Company’s Class A common stock. We determined that the activity for the period prior to the Reorganization Transactions would not be meaningful to the users of these consolidated financial statements due to the significant nature of the Reorganization Transactions on the capital structure. The following table sets forth the activity related to the 2.0x and 2.5x Units for the year ended January 6, 2024: Number of 2.0x and 2.5x Units Weighted Average Grant Date Outstanding at December 31, 2022 72,579 $ 17.00 Vested ( 44,642 ) 17.00 Forfeited ( 16,500 ) 17.00 Outstanding at January 6, 2024 11,437 $ 17.00 During the years ended January 6, 2024, December 31, 2022 and December 25, 2021 , we recognized $ 694 , $ 1,123 and $ 7,240 , respectively, of equity-based compensation expense related to the 2.0x Units and 2.5x Units included in selling, general and administrative expense. As of January 6, 2024, there was $ 202 of total unrecognized compensation expense related to unvested 2.0x Units and unvested 2.5x Units expected to be recognized over a weighted average period of 0.9 years. The fair value of 2.0x Units and 2.5x Units vested during the years ended January 6, 2024, December 31, 2022 and December 25, 2021 were $ 737 , $ 1,603 and $ 1,194 , respectively. 3.0x Units Prior to the consummation of the Reorganization Transactions, EWC Ventures LLC granted Incentive Units with performance and market-based vesting criteria that would have vested upon achievement of 3.0x MOIC. In connection with the Reorganization Transactions, these awards were recapitalized into a new number of EWC Ventures Units (which we refer to as the “3.0x Units” both before and after the Reorganization Transactions). These awards were modified such that the awards will also be eligible to vest upon the occurrence of either (i) the achievement of a 2.0x MOIC at such time as General Atlantic’s investment in the Company is no less than 35% of the fully diluted units of the Company or (ii) the first of December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023 or December 31, 2023 on which a specific volume weighted average trading price ("VWAP") of our Class A common stock is achieved. Equity-based compensation expense was not previously recognized for these awards, based on the projected probability of achievement of the target. The modified vesting conditions described above represent market conditions. Compensation expense for performance-based awards with a market condition is recognized on a straight-line basis over the estimated service period of the award, regardless of whether the market condition is satisfied. Accordingly, following the Reorganization Transactions, expense will be recognized prospectively based on the modification date fair value of the modified award. The Company used a Geometric Brownian Motion simulation formula to determine the fair value and the derived service periods of these 3.0x Units as of the modification date. We determined that the activity for the period prior to the Reorganization Transactions would not be meaningful to the users of these consolidated financial statements due to the significant nature of the Reorganization Transactions on the capital structure. During the year ended January 6, 2024 the Board modified the 3.0x units granted to nine employees to adjust the specified VWAP target described above. The Company’s VWAP exceeded the modified target as of March 31, 2023. As such, all of the 3.0x Units vested on that date. Incremental expense recognized in connection with the modification of the 3.0x Units was calculated as the difference between the fair value of the modified award and the fair value of the original award on the modification date. The fair value of the modified award was equal to the closing price of the underlying Class A common stock on the modification date. The Company used a Monte Carlo simulation to determine the fair value of the original award on the modification date. The following table presents the weighted average assumptions used in the simulation to determine the fair value of the original award on the modification date: For the Year Ended January 6, 2024 Expected dividend yield 0.0 % Expected volatility 50.0 % Risk-free rate 4.7 % A description of each of the inputs to the simulation model is as follows: • Expected dividend yield - The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. An increase in the expected dividend yield would decrease compensation expense. • Expected volatility - This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. The expected volatility was based on the historical volatility of the Company. An increase in expected volatility would increase compensation expense. • Risk-free interest rate - This is the U.S. Treasury rate as of the measurement date having a term approximating the measurement period of the award. An increase in the risk-free interest rate would increase compensation expense. The following table sets forth the activity related to the 3.0x Units for the year ended January 6, 2024: Number of 3.0x Units Weighted Average Grant Date Outstanding at December 31, 2022 533,707 $ 7.76 Vested ( 533,707 ) 7.76 Outstanding at January 6, 2024 — $ — During the years ended January 6, 2024, December 31, 2022 and December 25, 2021 , we recognized $ 4,429 , $ 2,354 and $ 1,249 , respectively, of equity-based compensation expense related to the 3.0x Units in selling, general, and administrative expense. Of the expense recognized during the year ended January 6, 2024, $ 3,888 was incremental equity-based compensation expense related to the modification of the 3.0x Units. The fair value of 3.0x Units vested during the year ended January 6, 2024 was $ 10,140 . Summary of Equity-Based Compensation Expense The Company recognized equity-based compensation expense in the following amounts within in selling, general and administrative expense on the Consolidated Statements of Operations: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Class A Common Stock Options $ 1,104 $ 440 $ 305 Restricted Stock Units 3,673 2,839 1,219 Time-based Units 1,088 2,277 1,122 2.0x and 2.5x Units 694 1,123 7,240 3.0x Units 4,429 2,354 1,249 Total $ 10,988 $ 9,033 $ 11,135 During the years ended January 6, 2024 and December 31, 2022 we recognized $ 946 and $ 595 of income tax benefit related to our equity-based compensation. There was no income tax benefit recognized for the period of August 4, 2021 to December 25, 2021 (the period following the Reorganization Transactions). |