Stock-based Compensation | Stock-based Compensation 2019 Management Incentive Plan On March 28, 2019, the Company adopted the 2019 Management Incentive Plan (the “2019 Plan”) which allows for the issuance of stock options to directors, officers, key employees and other key individuals. Stock options awarded under the 2019 Plan contain both service and performance conditions. Awards issued under the 2019 Plan have a 10-year contractual term. In connection with the adoption of the Omnibus Incentive Compensation Plan (as defined below), the Company ceased issuing awards under the 2019 Plan. As a result, no shares remain available for issuance under the 2019 Plan; however, the 2019 Plan continues to govern awards that are outstanding under it. As of September 30, 2023, 15.6 million shares remain outstanding under the 2019 Plan. Omnibus Incentive Plan In connection with the IPO, the Company’s Board of Directors approved the Omnibus Incentive Compensation Plan (the “Omnibus Incentive Plan”), which became effective on June 28, 2023, the date the SEC declared our IPO registration statement on Form S-1 effective. The Omnibus Incentive Plan allows for the issuance of up to 15.0 million new shares of common stock. In addition, should any awards under the 2019 Plan expire, terminate or be canceled, the shares of common stock underlying those awards will become available for issuance under the Omnibus Incentive Plan. Awards under the Omnibus Incentive Plan may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, other stock-based awards and cash awards. Awards issued under the Omnibus Incentive Plan have a maximum contractual term of 10 years. As of September 30, 2023, there were 14.5 million shares available for future issuance under the Omnibus Incentive Plan. Stock-based Compensation Stock-based compensation expense for the thirty-nine weeks ended September 30, 2023 and October 1, 2022 was $51.0 million and $1.1 million, respectively. Time-based options Stock option awards containing only a service condition (“time-based options”) generally vest in equal annual installments over five years from the date of grant, subject to continued employment through each vesting date. Stock-based compensation cost for time-based options is measured at the grant date based on the fair value of the award using the Black-Scholes-Merton option pricing model and is recognized ratably over the requisite service period of the awards. The Company accounts for forfeitures for time-based options as they occur. The following assumptions apply to time-based options awarded during the thirty-nine weeks ended September 30, 2023 and October 1, 2022 under the Black-Scholes-Merton option pricing model: Thirty-Nine Weeks Ended September 30, 2023 October 1, 2022 Expected volatility 35.4% to 35.7% 32.7% to 39.8% Risk-free interest rate 3.4% to 4.2% 1.8% to 3.0% Expected term (in years) 6.5 6.5 The dividend yield assumption is zero. Although the Company made a special cash dividend in February 2023, the Company has no history of making regular dividends, nor does it anticipate paying any cash dividends in the foreseeable future. The weighted average grant-date fair value of stock options awarded during the thirty-nine weeks ended September 30, 2023 and October 1, 2022 was $6.01 and $5.56, respectively. Expected volatility is based on historic share price volatilities of comparable publicly traded companies. Based upon limited exercise history, the Company has elected to use the simplified method for estimating the expected term. The risk-free rate is based on the 10 Year U.S. Treasury yield curve in effect at the time of each grant. The expected term of options granted represents the period of time that options are expected to be outstanding. The following table summarizes the activity related to time-based options as of September 30, 2023: (in thousands, except per share and remaining term amounts) Number of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2022 6,976 $ 4.99 7.66 $ 60,299 Granted 933 13.96 Exercised (186) 1.52 Forfeited or expired (100) 12.99 Outstanding at September 30, 2023 7,623 6.07 7.22 96,013 Exercisable at September 30, 2023 3,422 2.83 6.34 54,205 As of September 30, 2023, unrecognized compensation expense related to outstanding time-based options was $13.1 million, which is expected to be recognized over a weighted average remaining vesting period of 3.86 years. Performance-based options Stock option awards containing a performance condition (“performance-based options”) vest in 25% increments as performance conditions are achieved through the term of the options. Twenty-five percent of the outstanding performance-based options vested upon completion of the Company's IPO, with the remainder scheduled to vest in equal increments over three years provided market-specific performance conditions are achieved. Performance-based options are subject to continued employment through the vesting date. In October 2022, May 2023 and on July 2, 2023, the Company modified the vesting terms of its performance-based options. The Company determined that the modified vesting terms constituted modifications under Topic 718 and thus remeasured the fair value of the outstanding performance-based options as of their respective modification dates. Compensation expense for performance-based options is recognized when it is probable that performance conditions will be achieved. The Company accounts for forfeitures for performance-based options as they occur. A Black-Scholes-Merton option pricing model was used to determine the grant-date fair value of the performance-based options that were tied to the Company’s IPO and a Monte Carlo simulation under the option pricing framework was used to determine the grant-date fair value of the performance-based options subject to market-specific performance conditions. Upon completion of our IPO on July 3, 2023, we commenced recognition of stock-based compensation for our performance-based options as the underlying performance-based condition was satisfied. During the thirteen weeks ended September 30, 2023, we recognized $28.0 million of expense related to performance-based options that vested upon completion of our IPO and $19.2 million of expense related to amortization of the remaining outstanding performance-based options that are recognized on a graded vesting basis over their expected vesting period. Black-Scholes-Merton Option Pricing Model The following assumptions were used to remeasure the fair value of performance-based options resulting from the October 2022 and May 2023 modifications under the Black-Scholes-Merton option pricing model: Thirty-Nine Weeks Ended September 30, 2023 October 1, 2022 Expected volatility 35.5% 35.1% Risk-free interest rate 3.5% 3.8% Expected term (in years) 6.5 6.5 The dividend yield assumption is zero. Although the Company made a special cash dividend in February 2023, the Company has no history of making regular dividends, nor does it anticipate paying any cash dividends in the foreseeable future. The weighted average grant-date fair value of stock options modified during the thirty-nine weeks ended September 30, 2023 and October 1, 2022 was $16.32 and $13.51, respectively. Expected volatility is based on historic share price volatilities of comparable publicly traded companies. Based upon limited exercise history, the Company has elected to use the simplified method for estimating the expected term. The risk-free rate is based on the 10 Year U.S. Treasury yield curve in effect at the time of each grant. The expected term of options granted represents the period of time that options are expected to be outstanding. Monte Carlo Simulation The following assumptions were used to remeasure the fair value of performance-based options resulting from the July 2023 modifications under the Monte Carlo simulation: Thirty-Nine Weeks Ended September 30, 2023 Expected volatility 35.0% Risk-free interest rate 3.55% to 3.74% Expected term (in years) 3.1 to 6.6 The dividend yield assumption is zero. Although the Company made a special cash dividend in February 2023, the Company has no history of making regular dividends, nor does it anticipate paying any cash dividends in the foreseeable future. The weighted average grant-date fair value of stock options modified during the thirty-nine weeks ended September 30, 2023 was $21.18. Expected volatility is based on historic share price volatilities of comparable publicly traded companies. Based upon limited exercise history, the Company has elected to use the simplified method for estimating the expected term. The risk-free rate is based on the 10 Year U.S. Treasury yield curve in effect at the time of each grant. The expected term of options granted represents the period of time that options are expected to be outstanding. The following table summarizes the activity related to performance-based options as of September 30, 2023: (in thousands, except per share and remaining term amounts) Number of Options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2022 7,948 $ 2.05 7.02 $ 90,339 Outstanding at September 30, 2023 7,948 2.05 6.28 132,004 Exercisable at September 30, 2023 1,987 2.05 6.28 33,001 As of September 30, 2023, unrecognized compensation expense related to outstanding performance-based options was $107.1 million, which is expected to be recognized over a weighted average remaining vesting period of 2.75 years. Restricted Stock Units Restricted stock units (“RSUs”) containing only a service condition generally vest in equal installments over a one-year or three-year period from the date of grant, subject to continued employment through each vesting date. The fair value of the RSUs is determined by using the closing price of the Company’s common stock on the date of the grant. All RSUs were granted after the Company’s common stock commenced trading on June 29, 2023. The following table summarizes the activity related to RSUs as of September 30, 2023: (in thousands, except per share amounts) Number of Units Weighted Average Grant Date Fair Value Unvested at December 31, 2022 — $ — Granted 554 22.91 Forfeited (7) 22.91 Unvested at September 30, 2023 547 22.91 As of September 30, 2023, unrecognized compensation expense related to outstanding restricted stock units was $11.3 million, which is expected to be recognized over a weighted average remaining vesting period of 2.64 years. |