Oil-Dri Corp of AmericaODC

Oil-Dri Corp of America Stock Compensation Disclosure

10-KFiled Oct 9, 20252 min read
STOCK-BASED COMPENSATION
The 2006 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based and cash-based awards. Our employees and outside directors are eligible to receive grants under the 2006 Plan. The total number of shares of stock subject to grants under the 2006 Plan may not exceed 3,439,000. As of July 31, 2025, there were 1,074,120 shares of Common Stock or Class B Stock available for future grants under this plan.

RESTRICTED STOCK
 
All non-vested restricted stock as of July 31, 2025, was issued under the 2006 Plan with vesting periods generally from one to five years. The fair value of restricted stock was determined by the closing market price of our Common Stock on the date of grant multiplied by the number of shares granted. Fair value of shares vested in fiscal years 2025, 2024, and 2023 is $6.6 million, $9.8 million, and $2.2 million, respectively as of their vesting dates.
     A summary of restricted stock transactions under the plans is shown below.
Number of
Shares
(in thousands)		Weighted
Average
Grant Date
Fair Value		Weighted
Average
Remaining
Contractual
Term
(Years)		Unamortized
Expense
(in thousands)
Non-vested restricted stock outstanding at July 31, 2022762 $16.82 3.0$7,064 
Granted127 $14.94 
Vested(145)$17.53 
Forfeited(48)$14.61 
Non-vested restricted stock outstanding at July 31, 2023696 $16.48 2.3$5,129 
Granted429 $31.53 
Vested(307)$15.68   
Forfeited(23)$19.54 
Non-vested restricted stock outstanding at July 31, 2024795 $24.82 3.4$13,360 
Granted143 $38.29 
Vested(183)$20.17   
Forfeited(27)$27.76 
Non-vested restricted stock outstanding at July 31, 2025728 $28.52 3.0$12,713 

    Stock-based compensation for restricted stock of $4.1 million, $3.7 million, and $2.4 million, net of related tax effect, was recognized in fiscal years 2025, 2024, and 2023, respectively. The total restricted stock compensation related tax benefit was $1.3 million, $1.2 million, and $0.8 million in fiscal years 2025, 2024, 2023, respectively.

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.

Other Available Disclosures

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