v3.26.1
Stock-based Compensation
12 Months Ended
Jun. 27, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation

18. Stock-based Compensation

The Company provides compensation benefits to employees and non-employee directors under share-based payment arrangements. These arrangements are designed to promote the long-term growth and profitability of the Company by providing employees and non-employee directors who are or will be involved in the Company’s growth with an opportunity to acquire an ownership interest in the Company, thereby encouraging them to contribute to and participate in the success of the Company.

The Company also provides an employee stock purchase plan (“ESPP”) which allows eligible employees the opportunity to acquire shares of common stock at a 15% discount on the fair market value as of the date of purchase through periodic payroll deductions. The ESPP is considered compensatory for federal income tax purposes. Under the ESPP, there are 5.0 million shares of common stock authorized and reserved and, as of June 27, 2026, there are 2.2 million shares available for purchase. The Company recorded $10.3 million, $7.3 million, and $4.5 million of stock-based compensation expense for fiscal 2026, fiscal 2025, and fiscal 2024, respectively, attributable to the ESPP.

The Performance Food Group Company 2007 Management Option Plan

The 2007 Management Option Plan allowed for the granting of awards to employees, officers, directors, consultants, and advisors of the Company or its affiliates in the form of nonqualified options. The terms and conditions of awards granted under the 2007 Management Option Plan were determined by the Board of Directors. The contractual term of the options is ten years. The Company no longer grants awards from this plan. Each of the employee awards under the 2007 Management Option Plan were divided into three equal portions. Tranche I options were subject to time vesting, and Tranche II and Tranche III options were subject to both time and performance vesting based on performance criteria outlined in the 2007 Management Option Plan.

The following table summarizes the stock option activity for fiscal 2026 under the 2007 Management Option Plan.

 

 

Number of
Options

 

 

Weighted
Average
Exercise Price

 

 

Weighted
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic Value
(In millions)

 

Outstanding as of June 28, 2025

 

 

141,344

 

 

$

19.38

 

 

 

 

 

 

 

Exercised

 

 

(141,344

)

 

$

19.38

 

 

 

 

 

 

 

Outstanding, vested, and exercisable as of June 27, 2026

 

 

 

 

 

 

 

 

 

 

$

 

The intrinsic value of exercised options was $11.1 million, $23.3 million, and $4.3 million for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.

The Performance Food Group Company 2015 Omnibus Incentive Plan

The 2015 Omnibus Incentive Plan allowed for the granting of awards to current employees, officers, directors, consultants, and advisors of the Company. The terms and conditions of awards granted under the 2015 Omnibus Incentive Plan were determined by the

Board of Directors. The contractual term of options granted under the 2015 Omnibus Incentive Plan is ten years. The Company no longer grants awards from the 2015 Omnibus Incentive Plan.

Shares of time-based restricted stock granted in fiscal 2025 and fiscal 2024 vest ratably over three years from the date of the grant. No stock options were granted from the 2015 Omnibus Incentive Plan in fiscal 2025 or fiscal 2024. Performance-based restricted shares granted vest upon the achievement of a specified Relative Total Shareholder Return (“Relative TSR”), a market condition, at the end of a three-year performance period. Actual shares earned range from 0% to 200% of the initial grant, depending upon performance relative to the Relative TSR goal. Restricted stock units and deferred stock units granted to non-employee directors vest in full on the earlier of the first anniversary of the date of grant or the next regularly scheduled annual meeting of the stockholders of the Company.

The fair values of time-based restricted shares, restricted stock units, and deferred stock units were based on the Company’s closing stock price as of the date of grant.

The Company, with the assistance of a third-party valuation expert, estimated the fair value of performance-based restricted shares with a Relative TSR market condition granted in fiscal 2025 and fiscal 2024 using a Monte Carlo simulation with the following weighted-average assumptions:

 

 

For the Fiscal Year Ended June 28, 2025

 

 

For the Fiscal Year
Ended June 29, 2024

 

Risk-Free Interest Rate

 

 

3.76

%

 

 

4.66

%

Dividend Yield

 

 

0.00

%

 

 

0.00

%

Expected Volatility

 

 

34.24

%

 

 

41.47

%

Expected Term (in years)

 

 

2.87

 

 

 

2.85

 

Fair Value of Awards Granted

 

$

94.74

 

 

$

75.25

 

The risk-free interest rate is based on a zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve at the time of grant for the expected term. The Company assumed a dividend yield of zero percent when valuing the grants under the 2015 Omnibus Incentive Plan because the Company does not intend to pay dividends on its common stock. Expected volatility is based on the historical volatility of the Company for the expected term. The expected term represents the period of time from the date of grant to the end of the three-year performance period.

The compensation cost that has been charged against income for the Company’s 2015 Omnibus Incentive Plan was $26.7 million for fiscal 2026, $40.2 million for fiscal 2025, and $36.0 million for fiscal 2024, and it is included within operating expenses in the consolidated statements of operations. The total income tax benefit recognized in the consolidated statements of operations was $7.2 million in fiscal 2026, $11.3 million in fiscal 2025, and $9.7 million in fiscal 2024. Total unrecognized compensation cost for all awards under the 2015 Omnibus Incentive Plan is $15.9 million as of June 27, 2026. This cost is expected to be recognized over a weighted-average period of 1.0 year.

The following table summarizes the stock option activity for fiscal 2026 under the 2015 Omnibus Incentive Plan.

 

 

Number of
Options

 

 

Weighted
Average
Exercise Price

 

 

Weighted
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value
(In millions)

 

Outstanding as of June 28, 2025

 

 

471,034

 

 

$

28.72

 

 

 

 

 

 

 

Exercised

 

 

(133,984

)

 

$

27.26

 

 

 

 

 

 

 

Outstanding, vested, and exercisable as of June 27, 2026

 

 

337,050

 

 

$

29.30

 

 

 

1.2

 

 

$

27.3

 

The intrinsic value of exercised options was $9.4 million, $10.4 million, and $0.6 million for fiscal 2026, fiscal 2025 and fiscal 2024, respectively.

The following table summarizes the changes in nonvested restricted shares and restricted stock units for fiscal 2026 under the 2015 Omnibus Incentive Plan.

 

 

Shares

 

 

Weighted Average
Grant Date Fair Value

 

Nonvested as of June 28, 2025

 

 

1,268,361

 

 

$

69.38

 

Performance shares adjustment

 

 

100,368

 

 

$

67.84

 

Vested

 

 

(706,108

)

 

$

64.43

 

Forfeited

 

 

(30,549

)

 

$

70.40

 

Nonvested as of June 27, 2026

 

 

632,072

 

 

$

74.62

 

 

The total fair value of shares vested was $70.6 million, $56.3 million, and $60.2 million for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.

The Performance Food Group Company 2024 Omnibus Incentive Plan

The 2024 Omnibus Incentive Plan allows for the granting of awards to current employees, officers, directors, consultants, and advisors of the Company. The terms and conditions of awards granted under the 2024 Omnibus Incentive Plan are determined by the Board of Directors. There are 6.9 million shares of common stock authorized and reserved for issuance under the 2024 Omnibus Incentive Plan, which includes the 4.2 million additional shares authorized under the 2024 Omnibus Incentive Plan and the shares that remained available for future grants under the 2015 Omnibus Incentive Plan. As of June 27, 2026, there remained 6.5 million shares available for grant under the 2024 Omnibus Incentive Plan.

Shares of time-based restricted stock granted in fiscal 2026 and fiscal 2025 vest ratably over three years from the date of the grant. No stock options were granted from the 2024 Omnibus Incentive Plan in fiscal 2026 or fiscal 2025. Performance-based restricted shares granted vest upon the achievement of a specified Relative TSR, a market condition, at the end of a three-year performance period. Actual shares earned range from 0% to 200% of the initial grant, depending upon performance relative to the Relative TSR goal. Restricted stock units and deferred stock units granted to non-employee directors vest in full on the earlier of the first anniversary of the date of grant or the next regularly scheduled annual meeting of the stockholders of the Company.

The fair values of time-based restricted shares, restricted stock units, and deferred stock units were based on the Company’s closing stock price as of the date of grant.

The Company, with the assistance of a third-party valuation expert, estimated the fair value of performance-based restricted shares with a Relative TSR market condition granted in fiscal 2026 using a Monte Carlo simulation with the following weighted-average assumptions:

 

 

For the Fiscal Year Ended June 27, 2026

 

Risk-Free Interest Rate

 

 

3.62

%

Dividend Yield

 

 

0.00

%

Expected Volatility

 

 

25.05

%

Expected Term (in years)

 

 

2.82

 

Fair Value of Awards Granted

 

$

130.44

 

The risk-free interest rate is based on a zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve at the time of grant for the expected term. The Company assumed a dividend yield of zero percent when valuing the grants under the 2024 Omnibus Incentive Plan because the Company does not intend to pay dividends on its common stock. Expected volatility is based on the historical volatility of the Company for the expected term. The expected term represents the period of time from the date of grant to the end of the three-year performance period.

The compensation cost that has been charged against income for the Company’s 2024 Omnibus Incentive Plan was $14.5 million for fiscal 2026 and $0.2 million for fiscal 2025, and it is included within operating expenses in the consolidated statements of operations. The total income tax benefit recognized in the consolidated statements of operations was $3.9 million in fiscal 2026 and less than $0.1 million in fiscal 2025. Total unrecognized compensation cost for all awards under the 2024 Omnibus Incentive Plan is $33.3 million as of June 27, 2026. This cost is expected to be recognized over a weighted-average period of 2.1 years.

The following table summarizes the changes in nonvested restricted shares for fiscal 2026 under the 2024 Omnibus Incentive Plan.

 

 

Shares

 

 

Weighted Average
Grant Date Fair Value

 

Nonvested as of June 28, 2025

 

 

15,293

 

 

$

85.64

 

Granted

 

 

461,554

 

 

$

104.49

 

Vested

 

 

(4,284

)

 

$

85.31

 

Forfeited

 

 

(11,990

)

 

$

98.99

 

Nonvested as of June 27, 2026

 

 

460,573

 

 

$

104.19

 

The total fair value of shares vested was $0.4 million for fiscal 2026.