accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) is as follows: Mr. Armario—$80,017, Ms. O’Farrell—$52,509, and Ms. Zulla—$80,017. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended January 3, 2026.
(3)
| On June 18, 2025, we granted each of our non-employee directors such number of restricted stock units determined by dividing $170,000 by $23.00, the closing price of our common stock on June 18, 2025, the date of grant, rounded up to the next whole restricted stock unit. Accordingly, each director received 7,392 restricted stock units, which will vest 100% on the first anniversary of the grant date. |
Mr. McGrann and Mr. Nicholson joined the Board on March 21, 2025, at which time we granted each of them 3,327 restricted stock units, representing a pro rata number based on the number of days between the date of their appointment and June 18, 2025, the date of the next annual meeting of stockholders, and using the closing price of our common stock on March 21, 2025, of $13.02. These awards will vest 100% on the first anniversary of the grant date.
Amounts in this column reflect the grant date fair value of the award calculated in accordance with ASC Topic 718 on the date of the grant. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended January 3, 2026.
As of January 3, 2026, the non-employee directors in service as of that date held the following number of unvested restricted units: Mr. Armario (10,870), Ms. Hepner (7,392), Ms. Johnson (7,392), Ms. Kelman (7,392), Mr. McGrann (10,719), Mr. Nicholson (10,719), Ms. O’Farrell (9,674), and Ms. Zulla (10,870).
(4)
| Mr. Taylor’s term as a director ended at the 2025 annual meeting of stockholders. |
Director Stock Ownership Guidelines
Under our stock ownership guidelines (the “Guidelines”), non-employee directors are required to hold common stock and restricted stock units having a market value equal to at least five time (5x) the annual cash retainer. There is no required time frame within which a director must attain the applicable stock ownership level; however, the Guidelines provide that until the applicable ownership level is achieved, directors must retain 50% of vested shares net of stock option exercise and tax withholding, as applicable. Shares that count toward these ownership requirements include shares owned outright, shares held in our 401(k) plan or other retirement plan and shares of time-based restricted stock and restricted stock units (whether vested or unvested). The retention requirement applies to all prior and future grants. As of January 3, 2026, Messrs. McGrann and Nicholson are subject to the restrictions in the Guidelines until their ownership requirements are met, and all other non-employee directors met or exceeded their current ownership requirements.
Communications with the Board
As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of our Board, including the chairperson of our Board, the chairperson of any of the audit, compensation and nominating and corporate governance committees, or the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, 2000 Newpoint Parkway, Suite 100, Lawrenceville, Georgia 30043, who will forward such communication to the appropriate party or parties.
We are committed to stockholder engagement and greatly value the input we receive from our stockholders. We believe strong corporate governance should include year-round engagement with our stockholders. Our investor relations team and members of our senior management are in frequent communication with stockholders on a variety of matters, including our operations and financial performance. Our Chief Executive Officer and Chief Financial Officer are engaged in meaningful dialogue with our stockholders through our quarterly earnings calls and investor-related outreach events. In addition, a cross-functional team conducts our off-season stockholder outreach and engagement program through which we solicit feedback focused on corporate governance, executive compensation, corporate social responsibility, sustainability and other matters of interest to our stockholders. Stockholder engagement and feedback is regularly shared with our Board of Directors.
In 2025 and 2026, as part of our off-season stockholder engagement efforts, we engaged with our top institutional investors representing approximately 50% of our outstanding shares following outreach to stockholders representing approximately 90% of our outstanding shares. Many of these stockholders expressed support for the continued progress of our sustainability strategy and other topics covered included business operations, governance, human capital and our executive compensation program.