XML 44 R19.htm IDEA: XBRL DOCUMENT v3.25.1
Share-Based Compensation
 12 Months Ended
Jan. 26, 2025
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation Share-Based Compensation
Financial Statement Effects and Presentation
Pre-tax share-based compensation, excluding the acceleration of Sierra Wireless equity awards in fiscal year 2023, was included in the Statements of Operations for fiscal years 2025, 2024 and 2023 as follows: 
Fiscal Year Ended
(in thousands)January 26, 2025January 28, 2024January 29, 2023
Cost of sales$2,933 $1,995 $2,645 
Product development and engineering13,965 12,844 15,110 
Selling, general and administrative51,138 25,331 21,493 
Share-based compensation$68,036 $40,170 $39,248 
Restricted Stock Units, Employees
The Company grants restricted stock units to certain employees of which a portion are expected to be settled with shares of the Company's common stock and a portion are expected to be settled in cash. The restricted stock units that are to be settled with shares are accounted for as equity. The grant date for these awards is equal to the measurement date and they are valued as of the measurement date, based on the fair value of the Company's common stock at the grant date, and recognized as share-based compensation expense over the requisite vesting period (typically between 1 and 4 years). The restricted stock units that are to be settled in cash are accounted for as liabilities and the value of the awards is re-measured at the end of each reporting period until settlement at the end of the requisite vesting period (typically 3 years).
In fiscal year 2025, the Company granted to certain employees 1,606,332 restricted stock units that settle in shares that vest quarterly over a 3-year period. In fiscal year 2025, the Company granted no restricted stock units that settle in cash to employees.
The following table summarizes the activity for restricted stock units awarded to employees for fiscal year 2025:
(in thousands, except per share data)
Total
Units		Units Subject to
Share Settlement		Units Subject to
Cash Settlement		Weighted-Average
Grant Date Fair Value
(per share)
Nonvested at January 28, 20242,599 2,591 8 $29.64 
Granted1,606 1,606 — 31.98 
Vested(1,123)(1,120)(3)36.78 
Forfeited(362)(361)(1)32.30 
Nonvested at January 26, 20252,720 2,716 4 28.94 
The aggregate unrecognized compensation for the non-vested restricted stock units that settle in shares as of January 26, 2025 was $56.7 million, which will be recognized over a weighted-average period of 2.1 years. The aggregate unrecognized compensation for the non-vested restricted stock units that settle in cash as of January 26, 2025 was $0.1 million, which will be recognized over a weighted-average period of 1.1 years.
Restricted Stock Units, Non-Employee Directors
The Company maintains a compensation program pursuant to which restricted stock units are granted to the Company’s directors that are not employed by the Company or any of its subsidiaries. Under the Company's director compensation program in effect prior to the Company's 2025 annual meeting of stockholders, a portion of the stock units granted under the program would be settled in cash and a portion would be settled in shares of the Company's common stock. Stock units granted under the program in connection with and following the Company's 2025 annual meeting of stockholders will be settled in shares of the Company's common stock. Restricted stock units awarded under the program are scheduled to vest on the earlier of (i) one year after the grant date or (ii) the day immediately preceding the first annual meeting of the Company's stockholders following the grant. Restricted stock units awarded under the program that are to be settled in cash will, subject to vesting, be settled when the director who received the award separates from service. Restricted stock units awarded under the program that are to be settled in shares of stock will, subject to vesting, be settled promptly following vesting; provided that a director may elect to defer the settlement date to the director's separation from service pursuant to the Company's Director Deferred Compensation Plan (Non-Employee).
The restricted stock units that are to be settled in cash are accounted for as liabilities. These awards are not typically settled until a non-employee director’s separation from service. The value of both the unvested and vested but unsettled awards are re-measured at the end of each reporting period until settlement. As of January 26, 2025, the total number of unvested and vested but unsettled awards was 206,701 units and the liability associated with these awards was $14.5 million, of which $8.3 million
was included in "Accrued liabilities" in the Balance Sheets related to two previous non-employee directors currently serving short-term non-employee consultancies for the Company and one previous non-employee director who separated from service. The remaining $6.2 million was included in "Other long-term liabilities" in the Balance Sheets.
The restricted stock units that are to be settled in shares are accounted for as equity. The grant date for these awards is equal to the measurement date. These awards are valued as of the measurement date, based on the fair value of the Company's common stock at the grant date, and recognized as share-based compensation expense over the requisite vesting period (typically one year).
The following table summarizes the activity for restricted stock units awarded to non-employee directors for fiscal year 2025:
(in thousands, except per share data)Total
Units		Units Subject to
Share Settlement		Units Subject to
Cash Settlement		Weighted-Average
Grant Date Fair Value
(per share)
Nonvested at January 28, 202476 38 38 $24.76 
Granted52 26 26 31.50 
Vested(78)(39)(39)24.96 
Forfeited(4)(2)(2)31.50 
Nonvested at January 26, 202546 23 23 31.50 
Financial Metric-Based Restricted Stock Units with a Market Condition
The Company grants financial metric-based restricted stock units with a market condition (the "Performance Awards") to certain executives of the Company, which are settled in shares and accounted for as equity awards. The Performance Awards have both a financial metric-based performance condition and a pre-defined market condition, which together determine the number of shares that ultimately vest, in addition to the condition of continued service. The number of vested shares for each of the three tranches of the awards, which are the one, two and three-year performance periods, is determined based on the Company's attainment of pre-established revenue and non-GAAP operating income targets for the respective performance period. The vesting for tranches after the initial performance period is also dependent on the actual number of vested shares for the preceding performance period. The market condition is determined based upon the Company's total stockholder return ("TSR") benchmarked against the TSR of an index over the three-year performance period. For fiscal year 2025 grants, the benchmark was against the Russell 3000 Index. The market condition functions as a catch-up provision in determining the vesting of the third tranche of the awards based on the performance over the full three-year performance period. Generally, the award recipients must be employed for the entire performance period and be an active employee at the time of vesting of the awards.
The grant-date fair values of the first and second tranches of the Performance Awards are valued using the closing stock price on the grant date and the grant-date fair value of the third tranche of the Performance Awards is valued using a Monte Carlo simulation, which takes into consideration the possible outcomes pertaining to the TSR market condition. The compensation cost of the Performance Awards is recognized using the accelerated attribution method over the requisite service period based on the number of shares that are probable of attainment for each fiscal year.
In fiscal year 2025, the Company granted 443,943 Performance Awards. The weighted-average grant-date fair values for each of the one, two and three-year performance periods over which the Performance Awards vest were $36.26, $36.26 and $57.08, respectively. Under the terms of these awards, assuming the highest performance level of 200% with no cancellations due to forfeitures, the maximum potential number of shares that can be earned in aggregate for the cumulative fiscal years 2025, 2026 and 2027 performance periods would be 887,886 shares. In the fiscal year ended January 26, 2025, 75,011 Performance Awards were forfeited due to the terminations of certain recipients.
The following table summarizes the activity for the Performance Awards for fiscal year 2025:
(in thousands, except per share data)Total
Units		Weighted-Average
Grant Date Fair Value
(per share)
Nonvested at January 28, 2024— $— 
Granted444 43.24 
Vested— — 
Cancelled/Forfeited (1)
(75)48.23 
Nonvested at January 26, 2025369 42.23 
(1) Primarily represents forfeitures due to the terminations of certain recipients.
Amounts in the table above include the stated number of Performance Awards granted and outstanding. However, the number of Performance Awards that ultimately vest may be higher or lower than the originally granted amounts depending upon the actual achievement level over the performance period.
The aggregate unrecognized compensation expense for Performance Awards as of January 26, 2025 was $17.1 million, which will be recognized over a weighted-average period of 1.7 years.
TSR Market-Condition Restricted Stock Units
The Company grants TSR market-condition restricted stock units (the "TSR Awards") to certain executives of the Company, which are settled in shares and accounted for as equity awards. The TSR Awards have a pre-defined market condition, which determines the number of shares that ultimately vest, as well as a service condition. The market condition is determined based upon the Company’s TSR benchmarked against the TSR of an index over one, two and three-year periods-year performance periods (one-third of the awards vesting each performance period). For fiscal year 2024 grants, the benchmark was against the Russell 3000 Index. For prior year grants, the benchmark was against the S&P SPDR Semiconductor ETF (NYSE: XSD). Generally, the TSR Awards recipients must be employed for the entire performance period and be an active employee at the time of vesting of the awards. The TSR Awards are valued as of the grant date using a Monte Carlo simulation which takes into consideration the possible outcomes pertaining to the TSR market condition and expense is recognized on a straight-line basis over the requisite service periods and is adjusted for any actual forfeitures.
There were no TSR Awards granted in fiscal year 2025. In fiscal years 2024 and 2023, the Company granted 202,951 and 125,399, respectively, of TSR Awards.
The following table summarizes the activity for the TSR Awards for fiscal year 2025:
(in thousands, except per share data)Total
Units		Weighted-Average
Grant Date Fair Value
(per share)
Nonvested at January 28, 2024105 $45.66 
Granted— — 
Vested— — 
Cancelled/Forfeited (1)
(34)45.50 
Nonvested at January 26, 202571 47.26 
(1) Primarily represents forfeitures due to the terminations of certain recipients.
Amounts in the table above include the stated number of awards granted and outstanding. However, the number of awards that ultimately vest may be higher or lower than the originally granted amounts depending upon the actual TSR achievement level over the performance period. For example, subsequent to January 26, 2025, of the 51,705 awards scheduled to vest for the fiscal 2025 performance periods, 91,428 actually vested due to higher than target TSR achievement levels.
The aggregate unrecognized compensation expense for TSR Awards as of January 26, 2025 was $0.3 million, which will be recognized over a weighted-average period of 1 year.
Financial Metric-Based Restricted Stock Units
The Company grants financial metric-based restricted stock units (the "Metric-based Awards") to certain executives of the Company, which are settled in shares and accounted for as equity awards. The Metric-based Awards have a performance condition in addition to a service condition. The number of vested shares for each performance period is determined based on the Company’s attainment of pre-established revenue and non-GAAP operating income targets for the respective performance period. The vesting for tranches after the initial performance period is dependent on revenue and non-GAAP operating income for the preceding performance period. The Metric-based Awards are valued as of the measurement date and compensation cost is recognized using the accelerated attribution method over the requisite service period based on the number of shares that are probable of attainment for each fiscal year.
In fiscal year 2024, the Company granted 189,918 Metric-based Awards that vest over one, two and three-year performance periods (one-third of the awards vesting each performance period). There were no Metric-based Awards granted in fiscal years 2025 or 2023. Generally, the Metric-based Awards recipients must be employed for the entire performance period and be an active employee at the time of vesting of the awards.
The following table summarizes the activity for the Metric-based Awards for fiscal year 2025:
(in thousands, except per share data)Total
Units		Weighted-Average
Grant Date Fair Value
(per share)
Nonvested at January 28, 2024116 $23.53 
Granted— — 
Vested(27)33.89 
Cancelled/Forfeited (1)
(30)23.72 
Nonvested at January 26, 202559 30.86 
(1) Primarily represents forfeitures due to the terminations of certain recipients, as well as cancellations due to awards not meeting the performance targets.
Amounts in the table above include the stated number of Metric-based Awards granted and outstanding. However, the number of Metric-based Awards that ultimately vest may be higher or lower than the originally granted amounts depending upon the actual achievement level over the performance period.
The aggregate unrecognized compensation expense for Metric-based Awards as of January 26, 2025 was $0.1 million, which will be recognized over a weighted-average period of 1.0 year.
Market-Condition Restricted Stock Units, Employees
In fiscal year 2022, the Company granted 54,928 restricted stock units to certain executives of the Company, which had a pre-defined market condition that determined the number of shares that would ultimately vest. These market-condition restricted stock unit awards ("Market-Condition Awards") were eligible to vest during the period that commenced on March 9, 2021 and ended on March 5, 2024 (the "Performance Period") as follows: the restricted stock units covered by the Market-Condition Awards would vest if, during any consecutive 30 trading day period that commenced and ended during the Performance Period, the average per-share closing price of the Company’s common stock equaled or exceeded $95.00. The Market-Condition Awards would also vest at a pro-rata percentage of the unvested portion of the total restricted units if a majority change in control of the Company occurred during the Performance Period and, in connection with such event, the Company’s stockholders became entitled to receive per-share consideration having a value equal to or greater than $71.00 but less than $95.00. If the change in control per-share consideration was equal to or greater than $95.00, the awards would fully vest. The Market-Condition Awards were valued as of the grant date using a Monte Carlo simulation model and expense was recognized on a straight-line basis over the requisite service period, adjusted for any actual forfeitures. In fiscal years 2024 and 2023, 18,309 and 14,084, respectively, of the Market-Condition Awards were forfeited due to the terminations of certain recipients. In the first quarter of fiscal year 2025, the Performance Period ended and the 22,535 remaining Market-Condition Awards were canceled as the target achievement level was not met.
Non-Qualified Stock Options
From time to time, the Company grants non-qualified stock options to employees and/or non-employee directors. The fair values of these grants are measured on the grant date and recognized as expense over the requisite vesting period (typically 3-4 years). The Company uses the Black-Scholes pricing model to value stock options. The maximum contractual term of stock options is generally 6 to 10 years. In fiscal year 2023, the Company granted 541,530 stock options to employees with a 3-year vesting period and a 4-year expected term. There were no stock options granted in fiscal years 2025 or 2024.
The following table summarizes the activity for stock options for fiscal year 2025:
(in thousands, except per share data)Number
of
Shares		Weighted-
Average
Exercise
Price
(per share)
Aggregate
Intrinsic
Value (1)
Number of
Shares
Exercisable		Weighted-Average
Contractual
Term (years)
Vested and expected to vest at January 28, 2024501 $30.92 $8 2014.5
Exercised(148)29.37 4,026 
Forfeited(67)40.08 
Vested and expected to vest at January 26, 2025286 29.59 12,434 1503.8
Vested and exercisable at January 26, 2025150 29.85 6,492 3.8
(1) The aggregate intrinsic value of stock options vested and exercisable and vested and expected to vest as of January 26, 2025 is calculated based on the difference between the exercise price and the $73.02 closing price of the Company's common stock as of January 26, 2025.
The aggregate unrecognized compensation expense for the outstanding stock options as of January 26, 2025 was $1.4 million, which will be recognized over a weighted-average period of 0.8 years.
The following table summarizes information regarding nonvested stock option awards at January 26, 2025:
(in thousands, except per share data)Number
of
Shares		Weighted-Average
Exercise Price
(per share)		Weighted-Average
Grant Date
Fair Value
(per share)
Nonvested at January 28, 2024300 $29.30 $12.77 
Vested(138)29.30 12.77 
Forfeited(26)29.30 12.77 
Nonvested at January 26, 2025136 29.30 12.77 
The number of authorized shares remaining available for grant under the equity incentive plan was 5,262,532 as of January 26, 2025.