XML 34 R20.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stockholders' Equity
 12 Months Ended
Dec. 25, 2021
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Preferred Stock
We have authorized 10,000,000 shares of undesignated preferred stock, $0.001 par value, none of which is issued and outstanding. Our Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividends rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series.

Common Stock
Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders, if any, of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid as of December 25, 2021.

Common Stock Repurchase Program
On October 26, 2020, our Board of Directors authorized a program to repurchase up to $50 million of outstanding common stock to offset potential dilution from issuances of common stock under our stock-based incentive plans. The share repurchase program will expire October 28, 2022. This repurchase program replaced the previous repurchase program that expired in February 2020 to purchase up to $25.0 million of outstanding common stock. During fiscal 2021, we repurchased and retired 622,400 shares of common stock for $24.0 million and, as of December 25, 2021 $26.0 million remained available for future repurchases. During fiscal 2020 and 2019, we did not repurchase any shares.

Equity Incentive Plan
We currently grant equity-based awards under our Equity Incentive Plan, as amended (the “2012 Plan”) which was approved by our stockholders. As amended, the 2012 Plan has authorized for issuance a total of 23.4 million shares, 4.5 million of which were available for grant as of December 25, 2021.

RSUs granted under the 2012 Plan generally vest over three years in annual tranches, though we have granted, and will continue to grant, such awards that vest over a shorter term for employee retention purposes.

The 2012 Plan provides that incentive stock options may be granted to our employees and nonqualified stock options, and all awards other than incentive stock options, may be granted to employees, directors and consultants. The exercise price of incentive stock options must be at least equal to the fair market value of our common stock on the date of grant. All restricted stock units and options granted under the 2012 Plan generally vest over three years and options expire after seven years, unless otherwise determined by the Compensation Committee of the Board of Directors.

Stock Options
Stock option activity was as follows:
 Outstanding Options 
 Number of
Shares		Weighted
Average
Exercise Price		Weighted
Average
Remaining
Contractual
Life in Years		Aggregate
Intrinsic
Value
Outstanding at December 26, 2020106,000 $8.35   
Options exercised(100,000)8.44   
Outstanding at December 25, 20216,000 $6.93 0.6$225,480 
Vested and expected to vest at December 25, 20216,000 $6.93 0.6$225,480 
Exercisable at December 25, 20216,000 $6.93 0.6$225,480 
Restricted Stock Units
RSUs, including Performance Restricted Stock Units (“PRSUs”) are converted into shares of our common stock upon vesting on a one-for-one basis. The vesting of RSUs is subject to the employee's continuing service. RSU activity was as follows:
Number of
Shares		Weighted
Average Grant
Date Fair Value
Restricted stock units at December 26, 20202,840,922 $19.80 
Granted1,036,537 36.12 
Vested(1,517,402)17.26 
Canceled(193,123)28.28 
Restricted stock units at December 25, 20212,166,934 28.63 

The PRSUs granted in fiscal 2021, 2020 and 2019 listed below vest based on us achieving certain market performance criteria. The performance criteria are based on a metric called Total Shareholder Return (“TSR”) for the performance period of three years, relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies) as of a specific date.

All 318,100 PRSUs granted in fiscal 2018 vested in fiscal 2021. These shares achieved TSR performance that resulted in an additional 124,600 shares issued during fiscal 2021 related to the 2018 PRSU grant.

PRSU grant activity was as follows:
Fiscal Year Ended
December 25, 2021December 26, 2020December 28, 2019
Grant DateAugust 2, 2021August 27, 2020June 4, 2019
Performance periodJuly 1, 2021 - June 30, 2024July 1, 2020 - June 30, 2023July 1, 2019 - June 30, 2022
Number of shares197,128258,000273,000
TSR as-of dateAugust 2, 2021August 27, 2020June 4, 2019
Stock-based compensation$8.6 million$6.9 million$4.4 million

Employee Stock Purchase Plan
Our 2012 Employee Stock Purchase Plan (the “ESPP”), as amended, allows for the issuance of a total of 7,000,000 shares. The offering periods under the ESPP are 12 months commencing on February 1 of each calendar year and ending on January 31 of the subsequent calendar year, and a six-month fixed offering period commencing on August 1 of each calendar year and ending on January 31 of the subsequent calendar year. The 12-month offering period consists of two six-month purchase periods and the six-month offering period consists of one six-month purchase period. The price of the common stock purchased is 85% of the lesser of the fair market value of the common stock on the first day of the applicable offering period or the last day of each purchase period. We have treated the 2012 ESPP as a compensatory plan.

During fiscal 2021, employees purchased 378,584 shares under this program at a weighted average exercise price of $25.91 per share, which represented a weighted average discount of $13.53 per share from the fair value of the stock purchased. As of December 25, 2021, 1,793,072 shares remained available for issuance.