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Stockholders’ Equity and Stock-Based Compensation
 3 Months Ended
Sep. 30, 2023
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 the nine months ended September 24, 2022, we repurchased 676,408 shares of common stock for $26.0 million. We utilized the remaining funds available for repurchase under this program during fiscal 2022.
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 30, 2023, we did not repurchase any common stock. As of September 30, 2023, $18.6 million remained available for future repurchases.

On October 30, 2023, our Board of Directors authorized a new two-year program to repurchase up to $75 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs

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. The net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act. The excise tax incurred reduces the amount available under the repurchase programs, as applicable, and is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders Equity. 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 31, 20222,227,081 $35.28 
Awards granted1,402,715 33.84 
Awards vested(830,549)33.56 
Awards forfeited(336,753)30.14 
RSUs at September 30, 20232,462,494 35.74 

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 7, 2023, we granted 172,680 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, 2023 - June 30, 2026, 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 258,600 PRSUs granted in fiscal 2020, none of the 191,400 outstanding PRSU awards vested in 2023, at the end of the requisite service period, as the TSR performance was not met.

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 30, 2023
Shares issued363,190 
Weighted average per share purchase price$24.29 
Weighted average per share discount from the fair value of our common stock on the date of issuance$7.65 
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 30,
2023		September 24,
2022		September 30,
2023		September 24,
2022
Cost of revenues$1,376 $1,022 $4,801 $2,834 
Research and development3,173 2,027 7,908 5,708 
Selling, general and administrative6,290 4,946 16,624 13,331 
Total stock-based compensation$10,839 $7,995 $29,333 $21,873 
 
Unrecognized Compensation Costs
At September 30, 2023, the unrecognized stock-based compensation was as follows (dollars in thousands): 
Unrecognized ExpenseAverage Expected
Recognition Period
in Years
Restricted stock units$58,985 2.21
Performance restricted stock units14,667 2.20
Employee stock purchase plan1,498 0.25
Total unrecognized stock-based compensation expense$75,150 2.17