Champion Homes, Inc. Stock Compensation Disclosure
The Company has equity incentive plans under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. Equity-based compensation expense of $18.3 million, $19.6 million, and $14.2 million, was recognized in fiscal 2025, 2024, and 2023, respectively. Equity-based compensation expense is included in SG&A expenses in the accompanying consolidated income statements. The total associated income tax benefit recognized was $3.4 million, $3.9 million, and $3.3 million in fiscal 2025, 2024, and 2023, respectively. Total unrecognized equity-based compensation for all share-based awards was $28.0 million at March 29, 2025, of which $15.5 million is expected to be recognized in fiscal 2026, $8.3 million in fiscal 2027, and $4.2 million thereafter, or a weighted-average period of 1.6 years.
Stock Options
Stock options generally have terms of 10 years, with one-third of each grant vesting each year for three years, and are assigned an exercise price that is equal to or greater than the closing market price of a share of the Company’s common stock on the date of grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. When determining expected volatility, the Company considered volatility of guideline public companies. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The expected term of the options is based on the time period to exercise for each vesting tranche, which is calculated based on the average of: (i) the full option contractual term; and (ii) the starting vest date. There were no stock options granted in fiscal 2025 or 2024. A summary of the activity associated with these awards is as follows:
|
|
Shares |
|
|
Weighted Average Exercise Price Per Share |
|
|
Weighted Average Remaining Term (in years) |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding at April 2, 2022 |
|
|
487 |
|
|
$ |
28.50 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(89 |
) |
|
$ |
27.64 |
|
|
|
|
|
|
|
||
Outstanding at April 1, 2023 |
|
|
398 |
|
|
$ |
28.68 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(66 |
) |
|
$ |
21.72 |
|
|
|
|
|
|
|
||
Forfeitures |
|
|
(1 |
) |
|
$ |
15.00 |
|
|
|
|
|
|
|
||
Outstanding at March 30, 2024 |
|
|
331 |
|
|
$ |
30.10 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(15 |
) |
|
$ |
32.65 |
|
|
|
|
|
|
|
||
Outstanding at March 29, 2025 |
|
|
316 |
|
|
$ |
29.98 |
|
|
|
3.1 |
|
|
$ |
20,473 |
|
Vested and exercisable at March 29, 2025 |
|
|
316 |
|
|
$ |
29.98 |
|
|
|
3.1 |
|
|
$ |
20,473 |
|
Performance Share Units
In fiscal 2025, 2024 and 2023, the Company issued performance share units that contain market vesting conditions, performance vesting conditions, and service conditions. The performance condition is based on the Company's market share of single family home completions ("SFC Market Share"). The SFC Market Share component of the awards are valued at the market price of a share of the Company's common stock on the date of grant. The market condition is based on the Company’s total shareholder return (“TSR”) compared to the median TSR of certain companies over a three year performance period. The Company used a Monte-Carlo simulation to determine the grant date fair value for the awards, which takes into consideration the possible outcomes pertaining to the TSR market condition. Per the terms of the awards, 0% to 200% of the Company’s performance share units vest on the third anniversary of the vesting commencement date based upon achievement of the performance and market conditions as specified in the performance share unit agreement. A summary of the activity associated with these awards based on the maximum potential achievement is as follows:
|
|
Shares (in thousands, |
|
|
Weighted Average Grant Date Fair Value Per Unit |
|
||
|
|
at maximum achievement) |
|
|
(at maximum achievement) |
|
||
Outstanding at April 2, 2022 |
|
|
407 |
|
|
$ |
29.26 |
|
Granted |
|
|
254 |
|
|
$ |
42.17 |
|
Vested |
|
|
(128 |
) |
|
$ |
33.22 |
|
Forfeitures |
|
|
(3 |
) |
|
$ |
35.88 |
|
Outstanding at April 1, 2023 |
|
|
530 |
|
|
$ |
36.79 |
|
Granted |
|
|
166 |
|
|
$ |
52.10 |
|
Vested |
|
|
(91 |
) |
|
$ |
75.11 |
|
Forfeitures |
|
|
(4 |
) |
|
$ |
42.22 |
|
Outstanding at March 30, 2024 |
|
|
601 |
|
|
$ |
36.61 |
|
Granted |
|
|
128 |
|
|
$ |
61.53 |
|
Vested |
|
|
(73 |
) |
|
$ |
40.47 |
|
Forfeitures |
|
|
(240 |
) |
|
$ |
44.24 |
|
Outstanding at March 29, 2025 |
|
|
416 |
|
|
$ |
50.47 |
|
The assumptions used in the Monte-Carlo simulation for the performance condition of performance share units along with the weighted-average grant date fair value for awards granted in the periods presented are as follows:
Performance Unit Assumptions |
|
Fiscal 2025 |
|
|
Fiscal 2024 |
|
|
Fiscal 2023 |
|
|||
Weighted-average assumptions used: |
|
|
|
|
|
|
|
|
|
|||
Expected volatility |
|
|
46.8 |
% |
|
|
49.0 |
% |
|
|
57.6 |
% |
Dividend yield |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Risk-free interest rate |
|
|
3.9 |
% |
|
|
4.4 |
% |
|
|
3.7 |
% |
Expected term, in years |
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
Weighted average grant date fair value per share |
|
$ |
123.06 |
|
|
$ |
104.20 |
|
|
$ |
84.34 |
|
Restricted Stock Units
Restricted stock units are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards have graded vesting conditions in which a portion of awards vest ratably in three equal installments on the anniversary of the vesting commencement date. The total fair value of restricted stock which vested was approximately $19.2 million, $15.8 million, and $4.9 million during fiscal 2025, 2024, and 2023, respectively.
The weighted average grant date fair value for restricted stock units granted in fiscal 2025, 2024, and 2023 was $88.74, $71.43, and $61.92, respectively.
|
|
Restricted Stock Units |
|
|||
Outstanding at April 2, 2022 |
|
165 |
|
|||
Granted |
|
|
267 |
|
||
Vested |
|
|
|
|
(91 |
) |
Forfeitures |
|
|
(11 |
) |
||
Outstanding at April 1, 2023 |
|
|
330 |
|
||
Granted |
|
|
273 |
|
||
Vested |
|
|
(222 |
) |
||
Forfeitures |
|
|
(11 |
) |
||
Outstanding at March 30, 2024 |
|
|
370 |
|
||
Granted |
|
|
137 |
|
||
Vested |
|
|
(211 |
) |
||
Forfeitures |
|
|
(46 |
) |
||
Outstanding at March 29, 2025 |
|
|
250 |
|
||
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.