Performance Food Group Co Stock Compensation Disclosure

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 5,000,000 shares of common stock authorized and reserved and, as of June 28, 2025, there are 2,676,201 shares available for purchase. The Company recorded $7.3 million, $4.5 million, and $4.2 million of stock-based compensation expense for fiscal 2025, fiscal 2024, and fiscal 2023, respectively, attributable to the ESPP.

The Performance Food Group Company 2007 Management Option Plan

The 2007 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 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 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 Option Plan.

The intrinsic value of exercised options was $23.3 million, $4.3 million, and $3.6 million for fiscal 2025, fiscal 2024, and fiscal 2023, respectively.

The Performance Food Group Company 2015 Omnibus Incentive Plan

The 2015 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 Option Plan were determined by the Board of Directors. The contractual term of options granted under the 2015 Incentive Plan is ten years. In November 2024, the Company's stockholders approved the 2024 Incentive Plan, and subsequent grants were issued from the 2024 Incentive Plan. The Company no longer grants awards from the 2015 Incentive Plan.

Shares of time-based restricted stock granted in fiscal 2025, fiscal 2024 and fiscal 2023 vest ratably over three years from the date of the grant. No stock options were granted from the 2015 Incentive Plan in fiscal 2025, fiscal 2024 or fiscal 2023. 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 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 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 Incentive Plan was $40.2 million for fiscal 2025, $36.0 million for fiscal 2024, and $34.4 million for fiscal 2023, and it is included within operating expenses in the consolidated statement of operations. The total income tax benefit recognized in the consolidated statements of operations was $11.3 million in fiscal 2025, $9.7 million in fiscal 2024, and $9.3 million in fiscal 2023. Total unrecognized compensation cost for all awards under the 2015 Incentive Plan is $44.8 million as of June 28, 2025. This cost is expected to be recognized over a weighted-average period of 1.7 years.

The intrinsic value of exercised options was $10.4 million, $0.6 million, and $1.8 million for fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

The total fair value of shares vested was $56.3 million, $60.2 million, and $32.0 million for fiscal 2025, fiscal 2024, and fiscal 2023, respectively.

The Performance Food Group Company 2024 Omnibus Incentive Plan

In November 2024, the Company's stockholders approved the 2024 Incentive Plan. The 2024 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 Option Plan are determined by the Board of Directors. Under this plan, the aggregate number of common stock that shall be available for awards is 6,926,217 shares, which includes 4,200,000 additional shares authorized under the 2024 Plan and the shares that remained available for future grants under the 2015 Incentive Plan. As of June 28, 2025, there were 6,910,924 shares available for grant under the 2024 Incentive Plan.

Shares of time-based restricted stock granted in fiscal 2025 vest ratably over three years from the date of the grant. No stock options or performance-based restricted shares were granted from the 2024 Incentive Plan in fiscal 2025.

The compensation cost that has been charged against income for the Company’s 2024 Incentive Plan was $0.2 million for fiscal 2025, and it is included within operating expenses in the consolidated statement of operations. The total income tax benefit recognized in the consolidated statements of operations was less than $0.1 million in fiscal 2025. Total unrecognized compensation cost for all awards under the 2024 Incentive Plan is $1.1 million as of June 28, 2025. This cost is expected to be recognized over a weighted-average period of 2.6 years.