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Stock-Based Compensation | 6 Months Ended
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Jun. 28, 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. In our 2025 plan year, stock awards issued to our Chief Executive Officer were allocated 35 % to time-based RSU awards with four-year cliff vesting and 65 % to performance-based RSU awards with three-year cliff vesting. In our 2025 plan year, stock awards issued to members of our Executive Management Committee were allocated 50 % to time-based RSU awards with four-year cliff vesting and 50 % to performance-based RSU awards with three-year cliff vesting. In our 2025 plan year, stock awards issued to our eligible vice-presidents were allocated 80 % to time-based RSU awards and 20 % to performance-based RSU awards with three-year cliff vesting. 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. In 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. 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 fourth 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 and costs related to shareholder advisory matters (solely with respect to performance-based RSUs granted in the 2025 plan year). 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 six months ended June 28, 2025, we did no t grant any stock options. Our condensed consolidated statements of income reflect pre-tax share-based compensation expense of $ 11 million and $ 16 million for the three and six months ended June 28, 2025, respectively. For the three and six months ended June 29, 2024, we recorded pre-tax share-based compensation expense of $ 13 million and $ 20 million. Total unrecognized compensation cost related to unvested awards as of June 28, 2025 was $ 92 million, which is expected to be recognized over a weighted-average period of approximately 2.8 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 six months ended June 28, 2025 and June 29, 2024. The following table summarizes the stock option activity for the six months ended June 28, 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 (14,447) 62.71 Forfeited (9,793) 79.75 Outstanding at end of period 939,251 $ 72.22 6.1 $ 6 Options exercisable at end of period 936,292 $ 72.22 Weighted Average Weighted Average Aggregate Number of Exercise Remaining Contractual Intrinsic Options Price Life (in years) Value Expected to vest 2,959 $ 75.11 7.2 $ - The following tables summarize the activity of our unvested RSUs for the six months ended June 28, 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 568,939 75.29 245,548 75.40 Performance adjustment n/a n/a (31,787) 76.23 Vested (532,427) 65.90 (14,054) 84.17 Forfeited (56,558) 77.56 (184,069) 78.39 Outstanding at end of period 1,665,504 $ 75.79 $ 73.27 404,749 $ 75.87 $ 73.27 The fair value of time and performance RSUs that vested was $ 35 million and $ 1 million, respectively, for the six months ended June 28, 2025; and $ 20 million and $ 1 million, respectively, for the six months ended June 29, 2024.

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