SHARE- BASED COMPENSATION

12 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

Share-Based Compensation Plans

2010 Equity Incentive Plan

In March 2010, the Company’s Board of Directors and stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). Under the terms of the 2010 Plan, non-statutory stock options, stock appreciation rights, restricted stock, and restricted stock units (“RSUs”) may be granted to employees or non-employee service providers. Incentive stock options may be granted only to employees.

2020 Equity Incentive Plan

In December 2020, the Company's stockholders approved the Ubiquiti Inc. 2020 Omnibus Incentive Plan (the “2020 Equity Plan”) that replaced the 2010 Plan, and no additional awards will be granted under the 2010 Plan. Under the terms of the 2020 Equity Plan, the Company is authorized to grant awards for up to five million shares of common stock over the term of the 2020 Equity Plan. Outstanding awards under the 2010 Plan remain in effect pursuant to the terms of the 2010 Plan.

The 2020 Equity Plan and the 2010 Plan are each administered by the Company’s Board of Directors or a committee of the Company’s Board of Directors. Subject to the terms and conditions of the 2020 Equity Plan and the 2010 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2020 Equity Plan and the 2010 Plan. The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2020 Equity Plan and the 2010 Plan. Options and RSUs generally vest over a four-year period from the date of grant and generally expire 10 years from the date of grant. The terms of the 2020 Equity Plan and the 2010 Plan provide that an option price shall not be less than 100% of fair market value on the date of grant.

As of June 30, 2023, the Company had 4,937,512 authorized shares available for future issuance under all of its stock incentive plans.

Share-based Compensation

The following table shows total share-based compensation expense included in the Consolidated Statements of Operations for fiscal 2023, 2022 and 2021 (in thousands):


	Year ended June 30,
	2023		2022		2021
Cost of revenues	$	73	$	74	$	102
Research and development	3,541		2,541		2,114
Sales, general and administrative	1,120		901		813
	$	4,734	$	3,516	$	3,029

Stock Options

The following is a summary of option activity for the Company’s stock incentive plans for fiscal 2023:


	Common Stock Options Outstanding
	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In thousands)
Balance, June 30, 2022	2,112	$	10.77	0.37	$	584,982
Exercised	(2,112)	$	10.77

Balance, June 30, 2023	—	$	—	0	$	—
Vested as of June 30, 2023	—	$	—	0	$	—
Vested and exercisable as of June 30, 2023	—	$	—	0	$	—

During fiscal 2023, 2022 and 2021, the aggregate intrinsic value of options exercised under the Company’s stock incentive plans was $0.6 million, $2.3 million, and $3.1 million, respectively, as determined as of the date of option exercise.

As of June 30, 2023, the Company had no unrecognized compensation cost related to stock options.

The Company did not grant any stock options during fiscal 2023, fiscal 2022, or fiscal 2021.

Forfeiture rate

The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated, the Company may be required to record adjustments to share-based compensation expense in future periods.

Restricted Stock Units (“RSUs”)

The following table summarizes the activity of the RSUs made by the Company:


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested RSUs, June 30, 2022	53,374	$	222.24
RSUs granted	32,843	$	264.52
RSUs vested	(21,991)	$	183.17
RSUs forfeited	(1,278)	$	279.64
Non-vested RSUs, June 30, 2023	62,948	$	256.78

The intrinsic value of RSUs vested in fiscal 2023, 2022, and 2021 was $5.8 million, $8.2 million and $7.7 million, respectively. The total intrinsic value of all outstanding RSUs was $11.1 million as of June 30, 2023.

As of June 30, 2023, there was unrecognized compensation costs related to RSUs of $11.4 million which the Company expects to recognize over a weighted average period of 3.2 years.