Equity-Based Compensation | Note 16. Equity-Based Compensation Pre-IPO Equity 2017 Equity Incentive Plan In 2017, the Sovos Brands Limited Partnership 2017 Equity Incentive Plan (“2017 Plan”), was established providing certain employees and nonemployees of the Company equity-based compensation in the form of Incentive Units (“IUs”) of the Limited Partnership, as consideration for services to the Company. The IUs, were deemed to be equity instruments subject to expense recognition under FASB ASC 718, Compensation — Stock Compensation. The estimate of fair value of the IUs granted was determined as of the grant date. The fair value of the IUs granted in 2019 and 2020 was estimated using a two-step process. First, the enterprise value of Sovos Brands Holdings, Inc. was established using two generally accepted valuation methodologies: discounted cash flow analysis and guideline comparable public company analysis. Second, the enterprise value was allocated among the securities that comprise the capital structure of Sovos Brands Holdings, Inc. using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. Significant assumptions used to estimate the fair value of the Incentive Units were as follows, which were the same between service based and performance-based shares: Fiscal Year Ended December 25, 2021 December 26, 2020 Expected term 1.5 to 3.5 yrs 1.5 to 3.5 yrs Risk-free rate of return 1.61% 1.61% Applied volatility 20% 20% The expected term represents management’s estimate of time to an exit event. The risk-free rate of return is based upon the US Treasury yield through time to liquidity. Applied volatility is based on the volatility of a sample of publicly traded companies in markets similar to Sovos Brands Holdings, Inc. The fair value of the IUs granted in 2021 was estimated using the Probability Weighted Expected Return Method (“PWERM”), which is a forward-looking approach that was considered to be appropriate when expected future liquidity events, such as an IPO, are reasonably certain. The PWERM analysis considered three potential liquidation time horizons, ranging from current value to three years and assigned a 33.3% probability to each scenario. The valuation of the total company enterprise and equity values was calculated for each of the three scenarios, and then applied a weighted average calculation. The IUs’ activity for the fiscal year ended December 25, 2021 were as follows: Service Based Performance Based Weighted Average Weighted Average Incentive Grant Date Incentive Grant Date Units Fair Value Units Fair Value Outstanding at December 26, 2020 34,659 $ 245 46,000 $ 15 Granted 1,231 842 1,722 8 Forfeited (332) 407 (908) 13 Distribution of common stock with respect to IUs (1) (35,558) 264 (46,814) 14 Outstanding at December 25, 2021 — $ — — $ — Vested at December 25, 2021 — — — — (1) In connection with the IPO, the Limited Partnership distributed its shares of Sovos Brands, Inc. common stock to its limited partners, including holders of IUs, in accordance with the applicable terms of its partnership agreement. Distribution of Sovos Common Stock with respect to IUs Holders of IUs received shares of common stock and restricted common stock of Sovos Brands, Inc. in respect of their IUs. The common stock was distributed with respect to vested IUs and the restricted common stock was distributed with respect to nonvested IUs, with the vesting of such restricted common stock tracking the same vesting terms as the related nonvested IUs at the time of distribution. The distribution of Sovos common stock with respect to IUs was calculated based on a multi-step valuation which included a comparison of the fair value of the Company based on the pricing at the Company’s IPO to the fair value of the outstanding partnership units of the Limited Partnership, including the IUs granted under the 2017 Plan. The conversion was based on: ● a ratio that takes into account the number of IUs held, ● the application distribution threshold applicable to the IUs, and ● the value of distributions that the holder would have been entitled to receive had the Limited Partnership liquidated on the date of such replacement in accordance with the terms of the distribution “waterfall” set forth in the Partnership Agreement. Restricted Common Stock The following table summarizes our restricted common stock activity during the fiscal years ended December 31, 2022 and December 25, 2021: Service Based Performance Based Weighted Average Weighted Average Restricted Grant Date Restricted Grant Date Common Stock Fair Value Common Stock Fair Value Nonvested at December 26, 2020 — $ — — $ — Distribution of restricted common stock (1)(2) 94,646 12.00 3,319,291 3.91 Granted — — — — Vested (18,558) 12.00 (683,442) 7.86 Forfeited back to the Limited Partnership (3) (3,847) 12.00 (45,001) 2.89 Nonvested at December 25, 2021 72,241 $ 12.00 2,590,848 $ 5.25 Granted — — — — Vested (63,548) 12.00 (276,008) 13.29 Forfeited back to the Limited Partnership (3) (1,229) 12.00 (371,974) 4.98 Nonvested at December 31, 2022 7,464 12.00 1,942,866 4.15 Vested at December 31, 2022 791,012 $ 12.00 959,450 $ 9.42 (1) The service-based restricted common stock excludes 708,906 shares that vested prior to distribution. None of the performance-based restricted common stock vested prior to distribution. (2) The weighted average grant date fair value for the performance-based restricted common stock at distribution was based on the 2.0 x multiple of invested capital (“MOIC”) modification described below. A subsequent modification in November 2021 to the 4.0 x MOIC restricted common stock resulted in an increase in the weighted average grant date fair value for those shares to $15.15 per share. (3) S hares of restricted common stock that do not vest are not cancelled but instead remain outstanding and are forfeited back to the Limited Partnership. In connection with the IPO, a change in the vesting of the existing performance-based IUs and accordingly the related distributed restricted stock resulted in a modification to the grants and required the shares to be revalued as of the IPO date, resulting in a modified grant date fair value of approximately $13.0 million. The fair value of the performance-based restricted stock awards was calculated using a Monte Carlo simulation option pricing model estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. Specifically, the model revalued the performance units based on the 2.0 2.0 2.0 On November 4, 2021, the Company and the Limited Partnership modified a portion of the existing equity-based compensation awards dated September 22, 2021 among the Company, Limited Partnership and the holders of such restricted stock. As a result of this modification, a portion of the shares that would have vested based upon a 4.0 The fair value of the modified performance-based restricted stock awards was calculated using a Monte Carlo simulation option pricing model estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate, resulting in a modified grant date fair value of approximately $6.1 million. As of December 31, 2022, 7,464 shares of restricted common stock resulting from the distribution of common stock with respect to nonvested time-based IUs vest upon fulfilling time-based service conditions and are scheduled to vest through 2024. As of December 31, 2022, of the remaining 1,942,866 shares of restricted common stock resulting from the distribution with respect to nonvested performance-based IUs, 169,698 shares will vest on the earlier of December 30, 2023 or when the original performance condition is achieved and the remaining 1,776,168 shares will vest only if certain performance conditions, including exceeding various MOIC levels, are achieved. The equity-based compensation expense prior to the IPO was considered to be a transaction with the Limited Partnership and was classified as a component within additional paid-in capital in the Company’s consolidated statements of changes in stockholder’s equity. Post-IPO Equity 2021 Equity Incentive Plan Effective September 21, 2021, the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”) which reserves 9,739,244 shares of common stock. The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units or equity-based awards to eligible employees, consultants and directors. Restricted Stock Units The Company has issued restricted stock units (“RSUs”) under the 2021 Plan. The following table summarizes our restricted stock unit activity during the fiscal years ended December 31, 2022 and December 25, 2021: Weighted Average Restricted Stock Grant Date Units Fair Value Outstanding at December 26, 2020 — $ — Granted 967,158 12.00 Vested — — Forfeited (39,936) 12.00 Outstanding at December 25, 2021 927,222 12.00 Granted 946,949 14.06 Vested (75,363) 12.07 Forfeited (181,793) 12.48 Outstanding at December 31, 2022 1,617,015 $ 13.15 Vested at December 31, 2022 75,363 $ 12.07 In connection with the IPO, and under the 2021 Plan, the Company granted 967,158 time-based RSUs to certain employees and independent directors. The RSUs include (i) 759,362 RSUs issued to certain employees with each award vesting 100% on the third anniversary of the grant date, subject in general to the applicable employee’s continued service through the vesting date, (ii) 191,130 RSUs issued to certain employees and independent directors with each award vesting in three equal annual installments, subject in general to the employee’s or director’s continued service through the vesting date, and (iii) 16,666 RSUs issued to certain of our independent directors that vest on the earlier of the first anniversary of the grant date and immediately prior to our first annual meeting of stockholders following the IPO, in each case subject in general to the applicable director’s continued service through the vesting date. During the fiscal year ended December 31, 2022, the Company granted 946,949 time-based RSUs to certain employees and independent directors. The RSUs include (i) 604,833 RSUs issued to employees with each award vesting in two equal annual installments, (ii) 314,306 RSUs issued to employees with each award vesting in three annual installments, and (iii) 27,810 RSUs issued to independent directors that vest on the earlier of the first anniversary of the grant date and immediately prior to our 2023 annual meeting of stockholders, all of which are subject in general to the employee’s and independent director’s continued service through the vesting date. Performance-based Restricted Stock Units The Company has issued performance-based restricted stock units (“PSUs”) under the 2021 Plan. The following table summarizes our performance-based restricted stock unit activity during the fiscal years ended December 31, 2022 and December 25, 2021: Performance-based Weighted Average Restricted Stock Grant Date Units Fair Value Outstanding at December 26, 2020 — $ — Granted 687,690 7.09 Vested — — Forfeited (5,728) 7.09 Outstanding at December 25, 2021 681,962 7.09 Granted 423,222 15.63 Vested — — Forfeited (130,493) 8.58 Outstanding at December 31, 2022 974,691 $ 10.60 Vested at December 31, 2022 — $ — In connection with the IPO and under the 2021 Plan, the Company granted 687,690 PSUs to certain employees with each award vesting subject in general to the achievement of the performance condition and subject in general to the employee’s continued service through the vesting date. The fair value of the PSUs was estimated using a Monte Carlo simulation option pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. During the fiscal year ended December 31, 2022, the Company granted 343,800 PSUs to employees with each award vesting subject in general to the achievement of a performance condition that measures the total shareholder return (“TSR”) relative to the TSR of the constituents of a custom peer group (“relative TSR”). The number of shares that may be earned ranges from 0% to 200% with straight-line interpolation applied and subject in general to the employee’s continued service through the vesting date. During the fiscal year ended December 31, 2022, the Company also granted 79,422 PSUs to an employee subject in general to the achievement of the performance condition and subject to the employee’s continued service through the vesting date. The fair value of the PSUs granted during the fiscal year ended December 31, 2022 was estimated using a Monte Carlo simulation option pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. As of December 31, 2022, there was an aggregate of 7,072,175 shares of common stock available for future equity awards under the 2021 Plan. Equity-based Compensation Expense The Company grants equity-based compensation awards to certain employees, officers and non-employee directors as long-term incentive compensation and recognizes the related expense for these awards ratably over the applicable vesting period. Such expense is recognized as a selling, general and administrative expense in the Consolidated Statements of Operations. The following table summarizes the equity-based compensation expense recognized for the Company’s equity plans: Fiscal Year Ended (In thousands) December 31, 2022 December 25, 2021 Equity awards under the 2017 Plan (Pre-IPO) RSAs $ 1,103 $ 1,750 PSAs 6,677 6,688 Total equity-based compensation expense for the 2017 Plan 7,780 8,438 Equity awards under the 2021 Plan (Post-IPO) RSUs 7,425 982 PSUs 3,233 404 Total equity-based compensation expense for the 2021 Plan 10,658 1,386 Total equity-based compensation expense $ 18,438 $ 9,824 The Company expects to record equity-based compensation expense of approximately $27.2 million through the fourth quarter of 2025 resulting from the issuance of the RSAs and PSAs under the 2017 Plan and RSUs and PSUs under the 2021 Plan. See Note 21. Subsequent Events |