LIFECORE BIOMEDICAL, INC. \DE\LFCR
LIFECORE BIOMEDICAL, INC. \DE\ Stock Compensation Disclosure
Stock-based compensation
The Company provides stock-based compensation to its employees under two plans:
•The 2019 Stock Incentive Plan became effective on October 16, 2019. This plan provides for the grant of stock options, stock grants, stock units and stock appreciation rights to employees, consultants and directors. Under the plan, no recipient may receive awards during any fiscal year that exceed 500,000 stock options, 250,000 stock grants or stock units, or 500,000 stock appreciation rights, nor may any non-employee director be granted awards in excess of $120. As of May 25, 2025, the Company had 2,030,822 common shares reserved for new awards under the 2019 Stock Incentive Plan.
•The Equity Inducement Plan became effective on March 20, 2024. This plan provides for the grant of equity awards to individuals that were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company. As of May 25, 2025, the Company had 298,387 common shares reserved for new awards under the Equity Inducement Plan.
The following table presents information about the fair value of stock-based awards:
Stock options | PSUs | ||||||||||||||||||||||
| Year ended | Year ended | ||||||||||||||||||||||
| May 25, 2025 | May 26, 2024 | May 25, 2025 | May 26, 2024 | ||||||||||||||||||||
Weighted-average grant date fair value per share | $ | 4.32 | $ | 3.91 | 3.85 | 4.66 | |||||||||||||||||
Weighted-average assumptions used to determine grant-date fair value: | |||||||||||||||||||||||
Expected life | 4.4 years | 4.4 years | 5.0 years | 5.0 years | |||||||||||||||||||
| Risk-free interest rate | 4.0 | % | 4.3 | % | 3.7 | % | 4.4 | % | |||||||||||||||
| Volatility | 84 | % | 58 | % | 82 | % | 78 | % | |||||||||||||||
| Dividend yield | — | % | — | % | — | % | — | % | |||||||||||||||
The following table presents other information about stock-based awards:
| Year ended | |||||||||||
| May 25, 2025 | May 26, 2024 | ||||||||||
Weighted average grant-date fair value of RSUs awarded per share | $ | 5.50 | $ | 7.48 | |||||||
| Intrinsic value of stock options exercised | — | 115 | |||||||||
Fair value of RSUs vested per share | 7.93 | 7.74 | |||||||||
Fair value of PSUs vested per share | 4.24 | — | |||||||||
| Tax benefit of options exercised | — | 35 | |||||||||
The following table presents information about stock option balances and activity:
| Shares | Weighted-average exercise price per share | Weighted-average remaining contractual term | Aggregate intrinsic value | ||||||||||||||||||||
| Outstanding at May 26, 2024 | 2,112,591 | $ | 10.88 | ||||||||||||||||||||
| Granted | 755,775 | 6.64 | |||||||||||||||||||||
| Forfeited | (155,189) | 7.49 | |||||||||||||||||||||
| Expired | (1,452,878) | 11.04 | |||||||||||||||||||||
| Outstanding at May 25, 2025 | 1,260,299 | 8.57 | 4.5 years | $ | 225,294 | ||||||||||||||||||
| Exercisable at May 25, 2025 | 599,970 | 10.57 | 2.3 years | 1,361 | |||||||||||||||||||
The intrinsic values presented in the table above were calculated as the excess, if any, of the market price or closing price of the Company’s Common Stock over the exercise price of the options multiplied by the number of options exercised, outstanding or exercisable, as applicable.
The following table presents information about recent RSU and PSU activity:
| RSUs | PSUs | ||||||||||||||||||||||
| Shares | Weighted-average grant date fair value per share | Shares | Weighted-average grant date fair value per share | ||||||||||||||||||||
| Outstanding at May 26, 2024 | 1,622,004 | $ | 7.83 | 1,500,000 | $ | 4.66 | |||||||||||||||||
| Granted | 1,038,287 | 5.50 | 1,120,000 | 3.85 | |||||||||||||||||||
| Vested | (756,547) | 7.93 | (75,000) | 4.24 | |||||||||||||||||||
| Forfeited | (384,457) | 7.67 | — | — | |||||||||||||||||||
| Outstanding at May 25, 2025 | 1,519,287 | 6.23 | 2,545,000 | 4.32 | |||||||||||||||||||
Stock-based compensation expense
The following table summarizes stock-based compensation by income statement line item:
| Year ended | |||||||||||
| May 25, 2025 | May 26, 2024 | ||||||||||
| Cost of product sales | $ | 856 | $ | 582 | |||||||
| Research and development expense | (122) | 168 | |||||||||
| Selling, general and administrative expense | 9,424 | 5,451 | |||||||||
| Stock-based compensation expense | $ | 10,158 | $ | 6,201 | |||||||
Most of the stock-based compensation expense arises from recent awards to our executive officers and other newly hired employees under the Equity Inducement Plan. Those awards include (i) RSUs that primarily vest on each of the first anniversaries of the grant date; and (ii) PSU awards divided into ten equal tranches that will vest, if at all, based upon closing stock price milestones over a five-year performance period, and to the extent a PSU award tranche vests based on performance, 50% of the shares for each tranche will be issued immediately, and 50% of the shares will be issued on the one-year anniversary of the performance vesting date.
As of May 25, 2025, there was $13,865 of total unrecognized compensation expense related to unvested equity compensation awards granted under the Lifecore incentive stock plans. This total expense is expected to be recognized over a weighted-average period of 2.0 years.
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.