As more particularly described above, Mr. Warfield was appointed to the Board on August 22, 2018
as an independent director and was granted the following restricted stock units for his partial year
service, each of which vest concurrently with the restricted stock units granted to the other
non-employee directors described in the immediately preceding paragraph: (i) a grant of 1,
restricted stock units; (ii) a grant of 54 restricted stock units for his service on the audit committee;
(iii) a grant of 36 restricted stock units for his service on the compensation committee; and (iv) a
grant of 36 restricted stock units for his service on the nominating and corporate governance
committee.
For the restricted stock units described in this footnote (1), fair value is equal to the closing price
of the Company’s common stock on the trading day immediately preceding the date of the grant,
which was $56.88 for the grants to Ms. Widmer and Messrs. Moore, Parker, and Zarley and $67.
for the grant to Mr. Warfield. The amounts listed above represent the grant date fair value
determined in accordance with Financial Accounting Standards Board Accounting Standards
Codification (‘‘FASB ASC’’) Topic 718 of restricted stock units granted under the Company’s 2013
Long-Term Incentive Plan. Detailed assumptions under FASB ASC Topic 718 are set forth in
Note 14 to the consolidated financial statements included in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 25, 2018. No other equity awards were granted to
the non-employee directors during the period of time covered by this table nor were outstanding at
the end of the 2018 fiscal year. The Company cautions that the amounts reported in the Director
Compensation Table for these awards may not represent the amounts that the non-employee
directors will actually realize from the awards. Whether, and to what extent, a non-employee
director realizes value will depend on fluctuation in the Company’s stock price and the
non-employee director’s continued service on the Board.
Additionally, certain non-employee directors of the Company were initially granted the aggregate
number of restricted stock units set forth below on January 5, 2018 for their Board and committee
service but subsequently waived a portion of the initial award, as follows:
(i) Mr. Moore was initially granted 6,650 restricted stock units but waived 1,050 restricted stock
units in April 2018. Amounts reported in the column titled ‘‘Grant Date Fair Value of Stock
Awards’’ reflect the grant date value of the restricted stock units retained by Mr. Moore
following such waiver of restricted stock units.
(ii) Mr. Parker was initially granted 5,850 restricted stock units but waived 1,100 restricted stock
units in April 2018. Amounts reported in the column titled ‘‘Grant Date Fair Value of Stock
Awards’’ reflect the grant date value of the restricted stock units retained by Mr. Parker
following such waiver of restricted stock units.(iii) Ms. Widmer was initially granted 4,850 restricted stock units but waived 400 restricted stock
units in April 2018. Amounts reported in the column titled ‘‘Grant Date Fair Value of Stock
Awards’’ reflect the grant date value of the restricted stock units retained by Ms. Widmer
following such waiver of restricted stock units.
(iv) Mr. Zarley was initially granted 5,350 restricted stock units but waived 750 restricted stock
units in April 2018. Amounts reported in the column titled ‘‘Grant Date Fair Value of Stock
Awards’’ reflect the grant date value of the restricted stock units retained by Mr. Zarley
following such waiver of restricted stock units.
Further, in January 2018, the compensation committee agreed that beginning with the 2018 fiscal
year, the total compensation for any non-employee director may not exceed $500,000, which
amount shall be calculated by adding (i) the total cash compensation to be paid for services
rendered by a non-employee director in any given fiscal year to (ii) the grant date value of any
restricted stock units granted to such non-employee director in that fiscal year.