v3.26.1
Stock-Based Compensation
 12 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Our shareholders previously approved the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the “2015 Plan”). As the 2015 Plan expired in November 2025, we obtained shareholder approval of The Marzetti Company 2025 Omnibus Incentive Plan (the “2025 Plan”) at our November 2025 Annual Meeting of Shareholders. The 2025 Plan will not affect any currently outstanding equity awards granted under the 2015 Plan. The 2025 Plan reserved 1,500,000 common shares for issuance to our employees and directors. All awards granted under these plans will be exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under these plans varies as to the type of award granted, and the maximum term of these awards is seven years.
We recognize compensation expense over the requisite service period of the grant. Compensation expense is reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification. We estimate a forfeiture rate based on historical experience.
Stock-Settled Stock Appreciation Rights
Prior to 2022, we used periodic grants of stock-settled stock appreciation rights (“SSSARs”) as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. Our policy is to issue shares upon SSSARs exercise from new shares that had been previously authorized. At June 30, 2026, there were no unvested SSSARs outstanding.
The following table summarizes our SSSARs compensation expense and tax benefits recorded for each of the years ended June 30:
202620252024
Compensation expense$— $— $1,038 
Tax benefits$— $— $90 
Intrinsic value of exercises$— $(18)$677 
The total fair values of SSSARs vested for each of the years ended June 30 were as follows:
202620252024
Fair value of vested rights$— $— $1,175 
The following table summarizes the activity relating to SSSARs granted under the plan for the year ended June 30, 2026:
Number of
Rights		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Life in
Years		Aggregate
Intrinsic
Value
Outstanding at beginning of year19 $175.76 
Exercised— $— 
Granted— $— 
Forfeited— $— 
Outstanding at end of year19 $175.76 1.56$— 
Exercisable and vested at end of year19 $175.76 1.56$— 
Vested and expected to vest at end of year19 $175.76 1.56$— 
The following table summarizes information about the SSSARs outstanding by grant year at June 30, 2026:
OutstandingExercisable
Weighted Average
Grant YearsRange of
Exercise Prices		Number
Outstanding		Remaining
Contractual
Life in
Years		Exercise
Price		Number
Exercisable		Weighted
Average
Exercise
Price
2021
$167.18-$177.99
181.62$177.4018$177.40
2020
$153.71
10.66$153.711$153.71
At June 30, 2026, there was no unrecognized compensation expense related to SSSARs.
Restricted Stock Units
In 2026, we made initial grants of restricted stock units as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.
In 2026, we granted restricted stock units to various employees under the terms of the plans. The following table summarizes information relating to these grants:
2026
Employees
Restricted stock units granted41 
Grant date fair value$7,376 
Weighted average grant date fair value per award$178.59 
Restricted stock units granted to employees generally vest 3 years after the grant date. Dividend equivalents earned during the vesting period are paid at the time the units vest.
In 2026, we also granted restricted stock units to our nonemployee directors under the terms of the 2025 Plan. The following table summarizes information relating to this grant:
2026
Nonemployee directors
Restricted stock units granted7 
Grant date fair value$1,215 
Weighted average grant date fair value per award$171.74 
Restricted stock units granted to nonemployee directors generally vest 1 year after the grant date. All of the units granted during 2026 are expected to vest. Dividend equivalents earned during the vesting period are paid to the directors at the time the units vest.
The following table summarizes our restricted stock units compensation expense and tax benefits recorded for the year ended June 30:
2026
Compensation expense$2,336 
Tax benefits$392 
The following table summarizes the activity relating to restricted stock units granted under the plans for the year ended June 30, 2026:
Number of
Units		Weighted
Average Grant
Date Fair Value
Unvested restricted stock units at beginning of year— $— 
Granted48 $177.59 
Vested— $— 
Forfeited(2)$180.75 
Unvested restricted stock units at end of year46 $177.44 
At June 30, 2026, there was $4.9 million of unrecognized compensation expense related to restricted stock units that we will recognize over a weighted-average period of 2 years.
Restricted Stock Awards
Prior to 2026, we used periodic grants of restricted stock awards as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.
In 2025 and 2024, we granted shares of restricted stock awards to various employees under the terms of the 2015 Plan. The following table summarizes information relating to these grants:
20252024
Employees
Restricted stock awards granted38 33 
Grant date fair value$7,292 $6,076 
Weighted average grant date fair value per award$190.84 $185.05 
The restricted stock awards under these employee grants generally vests 3 years after the grant date. Under the terms of our grants, employees receive dividends on unforfeited restricted stock awards regardless of their vesting status.
In 2025 and 2024, we also granted shares of restricted stock awards to our nonemployee directors under the terms of the 2015 Plan. The following table summarizes information relating to each of these grants:
20252024
Nonemployee directors
Restricted stock awards granted6 5 
Grant date fair value$1,215 $920 
Weighted average grant date fair value per award$200.28 $165.41 
The restricted stock awards under these nonemployee director grants vested 1 year after the grant date. Dividends earned on the stock during the vesting period were paid to the directors at the time the stock vested. At June 30, 2026, our nonemployee directors had no unvested restricted stock awards.
The following table summarizes our restricted stock awards compensation expense and tax benefits recorded for each of the years ended June 30:
202620252024
Compensation expense$4,315 $5,673 $5,479 
Tax benefits$644 $859 $841 
The total fair values of restricted stock awards vested for each of the years ended June 30 were as follows:
202620252024
Fair value of vested shares$4,979 $5,125 $3,287 
The following table summarizes the activity relating to restricted stock awards granted under the plans for the year ended June 30, 2026:
Number of
Shares		Weighted
Average Grant
Date Fair Value
Unvested restricted stock awards at beginning of year90 $181.33 
Granted— $— 
Vested(30)$167.48 
Forfeited(3)$189.94 
Unvested restricted stock awards at end of year57 $188.10 
At June 30, 2026, there was $2.6 million of unrecognized compensation expense related to restricted stock awards that we will recognize over a weighted-average period of 1 year.
Performance Units
We use periodic grants of performance units as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. These performance units are based on two performance metrics, with equal weightings, as follows:
•a market condition based on relative total shareholder return versus the S&P 1500 Packaged Foods & Meats Index; and
•a performance condition based on revenue growth over the applicable performance period.
These performance units generally vest 3 years after the grant date and are settled in shares of common stock equal to the number of performance units granted multiplied by a percentage between 0% and 200% depending on the achievement of the above-noted performance metrics over the 3-year performance period. Our policy is to issue shares upon the vesting of performance units from new shares that had been previously authorized. Dividend equivalents earned during the vesting period are paid at the time the awards vest.
In 2026, 2025 and 2024, we granted performance units to various employees under the terms of the 2015 Plan. The following table summarizes information relating to these grants:
202620252024
Performance units granted29 25 25 
Grant date fair value$5,925 $5,248 $4,745 
Weighted average grant date fair value per award$202.28 $206.54 $192.91 
For our performance units with a performance condition, the grant-date fair value is equal to the closing price of our common stock on the grant date. For our performance units with a market condition, the grant-date fair value is estimated using a Monte Carlo simulation. The assumptions used in the Monte Carlo simulation were as follows:
202620252024
Risk-free interest rate3.65 %3.72 %4.60 %
Dividend yield2.12 %1.98 %1.78 %
Volatility factor of the expected market price of our common stock29.10 %26.40 %24.60 %
The following table summarizes our performance units compensation expense and tax benefits recorded for each of the years ended June 30:
202620252024
Compensation expense$3,519 $3,306 $4,842 
Tax benefits$342 $321 $620 
The following table summarizes information for our performance units that vested during each of the years ended June 30:
20262025
Payout of revenue-based performance units135 %174 %
Payout of market-based performance units186 %91 %
Fair value of vested performance units$3,714 $3,281 
The following table summarizes the activity relating to performance units granted under the 2015 Plan for the year ended June 30, 2026:
Number of
Units		Weighted
Average Grant
Date Fair Value
Unvested performance units at beginning of year65 $191.72 
Granted29 $202.28 
Vested(21)$174.67 
Forfeited(2)$201.89 
Unvested performance units at end of year71 $200.89 
At June 30, 2026, there was $5.1 million of unrecognized compensation expense related to performance units that we will recognize over a weighted-average period of 2 years.