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Stock-Based Compensation
3 Months Ended
Mar. 29, 2025
Stock-Based Compensation [Abstract]  
Stock-Based Compensation
Note 12 – Stock-Based Compensation
 
 
 
 
 
 
Stock-based awards are provided to certain employees under our 2024 Stock Incentive
 
Plan (formerly known as our
2020 Stock Incentive Plan) and to non-employee directors under our 2023 Non-Employee
 
Director Stock Incentive
Plan (together, the “Plans”).
 
The Plans are administered by the Compensation Committee of the Board
 
of Directors
(the “Compensation Committee”).
 
Historically, equity-based awards to our employees have been granted solely in
the form of time-based and performance-based restricted stock units (“RSUs”) with
 
the exception of our 2021 plan
year in which non-qualified stock options were issued in place of performance-based
 
RSUs and in 2022, when we
granted time-based and performance-based RSUs, as well as non-qualified
 
stock options.
Starting with our 2023 plan year, we returned to granting our employees equity-based awards solely
 
in the form of
time-based RSUs (which vest solely based on the recipient’s continued service over time) and performance-based
RSUs (which vest based on achieving specified performance
 
measurements and the recipient’s continued service
over time).
 
Our non-employee directors receive equity-based awards solely in
 
the form of time-based RSUs.
Starting with our 2025 plan year, we began granting only time-based RSU awards to our eligible director
 
level
employees.
 
Our director level time-based RSU awards will vest
50
% on the third anniversary of the grant date with
the remaining
50
% vesting on the fourth anniversary of the grant date.
 
Stock-based awards issued in the 2025 plan
year to our eligible vice-presidents will be allocated
80
% to time-based RSU awards and
20
% to performance-
based RSU awards.
 
Our vice-president level time-based awards will vest
50
% on the third anniversary of the grant
date with the remaining
50
% vesting on the fourth anniversary of the grant date.
 
Our vice-president level
performance-based awards will vest based on achieving specified performance
 
measurements and the recipient’s
continued service over time, primarily with
three-year
 
cliff vesting.
RSUs are stock-based awards granted to recipients with specified vesting provisions.
 
In the case of RSUs, common
stock is delivered on or following satisfaction of vesting conditions.
 
We issue RSUs to employees that primarily
vest (i) solely based on the recipient’s continued service over time, primarily with
four
-year cliff vesting for RSU
awards granted prior to 2025 and with vesting upon third and forth
 
anniversary of the grant date for RSU awards
granted in 2025 and/or (ii) based on achieving specified performance
 
measurements and the recipient’s continued
service over time, primarily with
three
-year cliff vesting.
 
RSUs granted to our non-employee directors primarily
include
12
-month cliff vesting.
 
For the performance-based RSUs and the time-based RSUs with cliff vesting
(issued in 2022-2024 plan years), we recognize the cost as compensation
 
expense on a straight-line basis.
 
For the
time-based RSUs with graded vesting (issued in the 2025 plan year), we recognize
 
the cost as compensation
expense on an accelerated basis.
 
For all RSUs, we estimate the fair value based on our closing stock
 
price on the grant date.
 
With respect to
performance-based RSUs, the number of shares that ultimately vest and
 
are received by the recipient is based upon
our performance as measured against specified targets over a specified period, as
 
determined by the Compensation
Committee.
 
Although there is no guarantee that performance targets will be achieved, we
 
estimate the fair value of
performance-based RSUs based on our closing stock price at time of grant.
Each of the Plans provide for certain adjustments to the performance
 
measurement in connection with awards under
the Plans.
 
With respect to the performance-based RSUs granted under our 2024 Stock Incentive Plan, such
performance measurement adjustments relate to significant events, including,
 
without limitation, acquisitions,
divestitures, new business ventures, changes in fair value of contingent
 
consideration (solely with respect to
performance-based RSUs granted in the 2024 and 2025 plan years),
 
certain capital transactions (including share
repurchases), differences in budgeted average outstanding shares (other
 
than those resulting from capital
transactions referred to above), restructuring costs, amortization
 
expense recorded for acquisition-related intangible
assets, certain litigation settlements or payments, changes in accounting
 
principles or in applicable laws or
regulations, changes in income tax rates in certain markets, foreign exchange
 
fluctuations, the financial impact
either positive or negative, of the difference in projected earnings generated by COVID-19
 
test kits (solely with
respect to performance-based RSUs granted in the 2023 plan year), intangibles
 
impairment charges, costs related to
 
shareholder advisory matters (solely with respect to performance-based
 
RSUs granted in the 2025 plan year) and
unforeseen events or circumstances affecting us.
Over the performance period, the number of performance-based RSUs that will
 
ultimately vest and be issued and
the related compensation expense is adjusted upward or downward based upon
 
our estimation of achieving such
performance targets.
 
The ultimate number of shares delivered to recipients and
 
the related compensation cost
recognized as an expense is based on our actual performance against the
 
pre-determined performance metrics (in
each case as adjusted).
Stock options are awards that allow the recipient to purchase shares of our common
 
stock after vesting at a fixed
price set at the time of grant.
 
Stock options were granted at an exercise price equal to our
 
closing stock price on the
date of grant.
 
Stock options issued in 2021 and 2022 vest
one-third
 
per year based on the recipient’s continued
service, subject to the terms and conditions of the 2020 Stock Incentive Plan,
 
are fully vested
three years
 
from the
grant date and have a contractual term of
ten years
 
from the grant date, subject to earlier termination of term and
term acceleration upon certain events.
 
Compensation expense for stock options is recognized on
 
an accelerated
basis.
 
We estimate grant date fair value of stock options using the Black-Scholes valuation model.
 
During the
three months ended March 29, 2025, we did
no
t grant any stock options.
 
 
Our condensed consolidated statements of income reflect pre-tax share-based compensation
 
expense of $
5
 
million
and $
8
 
million for the three months ended March 29, 2025 and March 30, 2024.
Total unrecognized compensation cost related to unvested awards as of March 29, 2025 was $
107
 
million, which is
expected to be recognized over a weighted-average period of approximately
3.2
 
years.
Our condensed consolidated statements of cash flows present our
 
stock-based compensation expense as a
reconciling adjustment between net income and net cash provided by operating
 
activities for all periods presented.
 
There were no cash benefits associated with tax deductions in excess of
 
recognized compensation for the three
months ended March 29, 2025 and March 30, 2024.
The following table summarizes the stock option activity for the three
 
months ended March 29, 2025:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock Options
Weighted Average
Weighted Average
Aggregate
Exercise
Remaining Contractual
 
 
Intrinsic
Shares
Price
Life (in years)
 
Value
Outstanding at beginning of period
 
963,491
$
72.16
 
Granted
 
-
 
-
 
Exercised
 
(10,587)
62.71
 
Forfeited
 
(4,755)
80.25
 
Outstanding at end of period
 
948,149
$
72.22
 
6.3
 
$
3
Options exercisable at end of period
 
942,256
$
72.19
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average
Weighted Average
Aggregate
Number of
Exercise
Remaining Contractual
Intrinsic
Options
Price
Life (in years)
Value
Expected to vest
5,893
$
78.26
7.3
$
-
The following tables summarize the activity of our unvested RSUs for
 
the three months ended March 29, 2025:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Time-Based Restricted Stock Units
Performance-Based Restricted Stock Units
Weighted
 
Weighted
 
Average
 
Intrinsic
 
Average
 
Intrinsic
Grant Date Fair
Value
Grant Date Fair
Value
Shares/Units
Value Per Share
Per Share
Shares/Units
Value Per Share
Per Share
Outstanding at beginning of period
 
1,685,550
$
72.90
389,111
$
75.98
Granted
 
551,610
75.45
98,068
75.54
Vested
 
(507,463)
65.50
(13,541)
84.27
Forfeited
 
(34,518)
77.18
(18,634)
78.77
Outstanding at end of period
 
1,695,179
$
75.85
$
68.62
455,004
$
75.88
$
68.62
The fair value of time and performance RSUs that vested was $
33
 
million and $
1
 
million, respectively, for the three
months ended March 29, 2025; and $
19
 
million and $
0
 
million, respectively, for the three months ended March 30,
2024.