GENERAL MILLS INCGIS
GENERAL MILLS INC Stock Compensation Disclosure
NOTE 12. STOCK PLANS
We use broad-based stock plans to help ensure that management’s interests are aligned with those of our shareholders. As of May 25,
2025, a total of
29.5
shares of unrestricted stock under the 2022 Stock Compensation Plan (2022 Plan). The 2022 Plan also provides for the issuance of
cash-settled share-based units, stock appreciation rights, and performance-based stock awards. Stock-based awards now outstanding
include some granted under the 2017 Stock Compensation Plan, under which no further awards may be granted. The stock plans
provide for potential accelerated vesting of awards upon retirement, termination, or death of eligible employees and directors.
Stock Options
The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as
follows:
Fiscal Year
2025
2024
2023
Estimated fair values of stock options granted
$
13.26
$
17.47
$
14.16
Assumptions:
Risk-free interest rate
4.5
%
4.0
%
3.3
%
Expected term
8.5
years
8.5
years
8.5
years
Expected volatility
21.6
%
21.5
%
20.9
%
Dividend yield
3.8
%
2.8
%
3.1
%
Options
Outstanding
(Thousands)
Weighted-Average
Exercise Price Per
Share
Weighted-Average
Remaining
Contractual Term
(Years)
Aggregate Intrinsic
Value (Millions)
Balance as of May 26, 2024
12,044.4
$
59.19
5.0
$
120.5
Granted
1,322.3
63.51
Exercised
(780.9)
54.57
Forfeited or expired
(152.2)
67.29
Outstanding as of May 25, 2025
12,433.6
$
59.84
4.7
$
14.4
Exercisable as of May 25, 2025
8,071.6
$
56.31
3.1
$
14.4
Fiscal Year
In Millions
2025
2024
2023
Net cash proceeds
$
43.0
$
25.5
$
232.3
Intrinsic value of options exercised
$
11.7
$
7.6
$
118.7
Restricted Stock, Restricted Stock Units, and Performance Share Units
Stock and units settled in stock subject to a restricted period and a purchase price, if any (as determined by the Compensation
Committee of the Board of Directors), may be granted to key employees under the 2022 Plan. Under the 2022 Plan, restricted stock
and restricted stock units are generally issued with
four-year
four-year
earned primarily based on our future achievement of three-year goals for average organic net sales growth and cumulative operating
cash flow and a relative total shareholder return modifier. Performance share units are settled in common stock and are generally
subject to a
three-year
Participants holding restricted stock, but not restricted stock units or performance share units, are entitled to vote on matters submitted
to holders of common stock for a vote. These awards accumulate dividends from the date of grant, but participants only receive
payment if the awards vest. As of May 25, 2025, restricted stock units and performance share units include some granted under the
2017 Stock Compensation Plan.
Information on restricted stock unit and performance share unit activity follows:
Equity Classified
Liability Classified
Share-Settled Units
(Thousands)
Weighted-Average
Grant-Date Fair
Value
Share-Settled Units
(Thousands)
Weighted-Average
Grant-Date Fair
Value
Non-vested as of May 26, 2024
4,590.1
$
66.94
69.1
$
67.49
Granted
1,671.8
63.37
26.2
63.27
Vested
(1,768.0)
63.35
(27.3)
65.28
Forfeited
(403.6)
68.26
(9.1)
67.56
Non-vested as of May 25, 2025
4,090.3
$
66.90
58.9
$
66.63
Fiscal Year
2025
2024
2023
Number of units granted (thousands)
1,698.0
1,517.8
2,066.4
Weighted-average price per unit
$
63.37
$
73.38
$
69.77
We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make
predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We
estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of
volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did
not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than
6 months, is insufficient to provide a reliable measure of expected volatility.
Our expected term represents the period of time that options granted are expected to be outstanding based on historical data to
estimate option exercises and employee terminations within the valuation model. Separate groups of employees have similar historical
exercise behavior and therefore were aggregated into a single pool for valuation purposes. The weighted-average expected term for all
employee groups is presented in the table above. The risk-free interest rate for periods during the expected term of the options is based
on the U.S. Treasury zero-coupon yield curve in effect at the time of grant.
Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in earnings
(referred to as a windfall tax benefit) is presented in our Consolidated Statements of Cash Flows as an operating cash flow. Realized
windfall tax benefits and shortfall tax deficiencies related to the exercise or vesting of stock-based awards are recognized in the
Consolidated Statements of Earnings.
Windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as follows:
Under the 2022 Plan, options may be priced at
100
four-year
four-year
10 years and one month
of May 25, 2025, stock option awards outstanding include some granted under the 2017 Stock Compensation Plan.
Information on stock option activity follows:
Stock-based compensation expense related to stock option awards was as follows:
Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of
options exercised were as follows:
The total grant-date fair value of restricted stock unit awards that vested was $
113.8
92.9
2024, and $
107.4
As of May 25, 2025, unrecognized compensation expense related to non-vested stock options, restricted stock units, and performance
share units was $
116.5
19 months
, on average.
Stock-based compensation expense related to restricted stock units and performance share units was as follows:
Fiscal Year
In Millions
2025
2024
2023
Windfall tax benefits from stock-based payments
$
5.3
$
10.2
$
32.3
Fiscal Year
In Millions
2025
2024
2023
Compensation expense related to stock option awards
$
15.8
$
13.9
$
12.3
Fiscal Year
In Millions
2025
2024
2023
Compensation expense related to restricted stock units and performance
$
75.9
$
81.4
$
99.4
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jun 26, 2025 | Showing above |
| 2024 | Jun 26, 2024 | |
| 2023 | Jun 28, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.