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Stockholders’ Equity and Stock-Based Compensation
3 Months Ended
Sep. 24, 2022
Equity [Abstract]  
Stockholders’ Equity and Stock-Based Compensation Stockholders’ Equity and Stock-Based Compensation
Common Stock Repurchase Programs
On October 26, 2020, our Board of Directors authorized a two-year program to repurchase up to $50 million of outstanding common stock to offset potential dilution from issuances of common stock under our stock-based compensation programs. During fiscal 2021 we repurchased and retired 622,400 shares of common stock for $24.0 million. During the nine months ended September 24, 2022, we repurchased and retired 676,408 shares of common stock for $26.0 million, utilizing the remaining funds available for repurchase.

On May 20, 2022, our Board of Directors authorized an additional program to repurchase up to $75 million of outstanding common stock, also with the primary purpose to offset potential dilution from issuances of common stock under our stock-based compensation programs. The share repurchase program will expire on May 20, 2024. During the nine months ended September 24, 2022, we repurchased and retired 1,335,414 shares of common stock for $47.5 million under the program. As of September 24, 2022, $27.5 million remained available for future repurchases.
Our policy related to repurchases of our common stock is to charge the excess of cost over par value to additional paid-in capital once the shares are retired. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Restricted Stock Units
Restricted stock unit (“RSU”) activity under our equity incentive plan was as follows:
UnitsWeighted Average Grant Date Fair Value
RSUs at December 25, 20212,166,934 $28.63 
Awards granted1,338,278 34.95 
Awards vested(1,133,782)22.45 
Awards forfeited(66,279)31.07 
RSUs at September 24, 20222,305,151 35.27 

Performance Restricted Stock Units
We may grant Performance RSUs (“PRSUs”) to certain executives, which vest based upon us achieving certain market performance criteria.

On August 1, 2022, we granted 204,903 PRSUs to certain senior executives for a total grant date fair value of $8.6 million which will be recognized ratably over the requisite service period. The performance criteria are based on Total Shareholder Returns (“TSR”) for the period of July 1, 2022 - June 30, 2025, relative to the TSR of the companies identified as being part of the S&P Semiconductors Select Industry Index (FormFactor peer companies) as of the grant date.

Of the 273,000 PRSUs granted in fiscal 2019, 36,000 shares were forfeited, resulting in 237,000 shares vesting in 2022. These shares achieved 147% TSR performance, which resulted in an additional 110,605 shares issued in fiscal 2022 related to the fiscal 2019 PRSU grant.

PRSUs are included as part of the RSU activity above.

Employee Stock Purchase Plan
Information related to activity under our Employee Stock Purchase Plan (“ESPP”) was as follows:
 Nine Months Ended
 September 24, 2022
Shares issued316,861 
Weighted average per share purchase price$33.00 
Weighted average per share discount from the fair value of our common stock on the date of issuance$(6.13)

Stock-Based Compensation
Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):
Three Months EndedNine Months Ended
September 24,
2022
September 25,
2021
September 24,
2022
September 25,
2021
Cost of revenues$1,022 $1,392 $2,834 $3,806 
Research and development2,027 2,010 5,708 5,362 
Selling, general and administrative4,946 4,518 13,331 12,417 
Total stock-based compensation$7,995 $7,920 $21,873 $21,585 
 
Unrecognized Compensation Costs
At September 24, 2022, the unrecognized stock-based compensation was as follows (dollars in thousands): 
Unrecognized ExpenseAverage Expected Recognition Period in Years
Restricted stock units$54,872 2.31
Performance restricted stock units14,239 2.25
Employee stock purchase plan1,694 0.36
Total unrecognized stock-based compensation expense$70,805 2.25