Annual report pursuant to Section 13 and 15(d)

Equity-Based Compensation

v3.24.3
Equity-Based Compensation
12 Months Ended
Sep. 28, 2024
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation

Note 16—Equity-Based Compensation

Equity-Based Compensation

2020 Omnibus Incentive Plan

In October 2020, we adopted the Leslie’s, Inc. 2020 Omnibus Incentive Plan (the “Plan”), which was amended and restated by our shareholders at our 2024 Annual Meeting of Shareholders. The Plan provides for various types of awards, including non-qualified stock options to purchase Leslie’s common stock (each, a “Stock Option”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) which may settle in Leslie’s, Inc. common stock to our directors, executives, and eligible employees of the Company. As of September 28, 2024, we had approximately 14.5 million shares of common stock available for future grants under the Plan.

As of September 28, 2024, the aggregate unamortized value of all outstanding equity-based compensation awards was approximately $15.5 million, which is expected to be recognized over a weighted average period of approximately 2.4 years.

Stock Options

Stock Options granted under the Plan generally expire ten years from the date of grant and consist of Stock Options that vest upon satisfaction of time-based requirements. The following tables summarize our Stock Option activity under the Plan (in thousands, except per share amounts):

 

 

 

Year Ended

 

 

 

September 28, 2024

 

 

September 30, 2023

 

 

 

Number of Options

 

 

Weighted Average
Exercise Price

 

 

Number of Options

 

 

Weighted Average
Exercise Price

 

Outstanding, Beginning

 

 

3,308

 

 

$

18.10

 

 

 

3,780

 

 

$

18.24

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited/Expired

 

 

(1,430

)

 

 

17.64

 

 

 

(472

)

 

 

19.25

 

Balance, Ending

 

 

1,878

 

 

$

18.46

 

 

 

3,308

 

 

$

18.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable as of September 28, 2024

 

 

1,639

 

 

$

18.33

 

 

 

1,980

 

 

$

18.18

 

 

 

 

September 28, 2024

 

Aggregate intrinsic value of Stock Options outstanding

 

$

 

Unamortized value of unvested Stock Options

 

$

372

 

Weighted average years that expense is expected to be recognized

 

 

0.5

 

Weighted average remaining contractual years outstanding

 

 

6.6

 

Restricted Stock Units and Performance Units

RSUs represent grants that vest ratably upon the satisfaction of time-based requirements. PSUs represent grants potentially issuable in the future based upon the Company’s achievement of certain performance conditions. The fair value of our RSUs and PSUs are calculated based on the Company’s stock price on the date of the grant.

The following table summarizes our RSU and PSU activity under the Plan (in thousands, except per share amounts):

 

 

 

Year Ended

 

 

 

September 28, 2024

 

 

September 30, 2023

 

 

 

Number of RSUs/PSUs

 

 

Weighted Average
Grant Date Fair Value

 

 

Number of RSUs/PSUs

 

 

Weighted Average
Grant Date Fair Value

 

Outstanding, Beginning

 

 

2,084

 

 

$

11.92

 

 

 

2,297

 

 

$

10.04

 

Granted (1)

 

 

2,937

 

 

 

4.73

 

 

 

1,487

 

 

 

11.19

 

Vested

 

 

(793

)

 

 

9.30

 

 

 

(1,057

)

 

 

7.00

 

Forfeited

 

 

(1,181

)

 

 

9.04

 

 

 

(643

)

 

 

11.58

 

Balance, Ending

 

 

3,047

 

 

$

6.79

 

 

 

2,084

 

 

$

11.92

 

 

 

(1)
For the year ended September 28, 2024, granted amounts include 0.4 million PSUs granted subject to the Company achieving certain adjusted net income and sales performance targets on a cumulative basis during fiscal years 2024 and 2025. The criteria are based on a range of these performance targets in which participants may earn between 0% to 200% of the base number of awards granted. The weighted average grant date fair value of the PSUs was $5.43. The Company assesses the attainment of target payout rates each reporting period. Equity-based compensation expense is recognized for awards deemed probable of vesting.

For the year ended September 30, 2023, granted amounts includes 0.3 million PSUs granted in December 2022 subject to the Company achieving certain adjusted net income and sales performance targets on a cumulative basis during each of fiscal years 2024, 2025, and 2026. The criteria are based on a range of these performance targets in which participants may earn between 0% to 200% of the base number of awards granted. The weighted average grant date fair value of the PSUs was $12.04. The Company assesses the attainment of target payout rates each reporting period. Equity-based compensation expense is recognized for awards deemed probable of vesting.

 

 

 

September 28, 2024

 

Unamortized value of unvested RSUs/PSUs (in thousands):

 

$

15,082

 

Weighted average period (years) expense is expected to be recognized

 

 

2.5

 

 

During the fiscal years ended September 28, 2024 and September 30, 2023 equity-based compensation expense was $8.6 million and $11.7 million, respectively. Equity-based compensation expense is reported in SG&A in our consolidated statements of operations