XML 59 R19.htm IDEA: XBRL DOCUMENT
v3.23.3

SHAREHOLDERS' EQUITY AND EMPLOYEE BENEFIT PLANS | 12 Months Ended
--- | ---
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS | SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS 401(k) Retirement Income Plans The Company has a 401(k) retirement plan (the “401(k) Plan”) for eligible U.S. employees. The 401(k) Plan allows for employee contributions and matching Company contributions from 4% to 6% based upon terms and conditions of the 401(k) Plan. The following table reflects the Company’s contributions to the 401(k) Plan during fiscal 2023 and 2022:
|  | Fiscal
(in thousands) |  | 2023 |  | 2022
Cash |  | $ | 2,001 |  |  | $ | 1,973 |
Share Repurchase Program On August 15, 2017, the Company's Board of Directors authorized a program (the "Program") to repurchase up to $100 million of the Company’s common stock on or before August 1, 2020. In 2018, 2019 and 2020, the Board of Directors increased the share repurchase authorization under the Program to $200 million, $300 million and $400 million, respectively. On March 3, 2022, the Board of Directors increased the share repurchase authorization under the Program by an additional $400 million to $800 million, and extended its duration through August 1, 2025. On May 7, 2022, the Company entered into a written trading plan under Rule 10b5-1 of the Exchange Act to facilitate repurchases under the Program. This trading plan was most recently modified on May 29, 2023. The Program may be suspended or discontinued at any time and is funded using the Company’s available cash, cash equivalents and short-term investments. Under the Program, shares may be repurchased through open market and/or privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under the Program depend on market conditions as well as corporate and regulatory considerations. During the fiscal year ended September 30, 2023, the Company repurchased a total of approximately 1,515.0 thousand shares of common stock at a cost of approximately $68.1 million. The stock repurchases were recorded in the periods they were delivered and accounted for as treasury stock in the Company’s Consolidated Balance Sheets. The Company records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon reissuance of treasury stock, amounts in excess of the acquisition cost are credited to additional paid-in capital. If the Company reissues treasury stock at an amount below its acquisition cost and additional paid-in capital associated with prior treasury stock transactions is insufficient to cover the difference between acquisition cost and the reissue price, this difference is recorded against retained earnings. As of September 30, 2023, our remaining stock repurchase authorization under the Program was approximately $181.0 million. Dividends On August 23, 2023, June 8, 2023, March 2, 2023 and November 16, 2022, the Board of Directors declared a quarterly dividend $0.19 per share of common stock. During the fiscal year ended September 30, 2023, the Company declared dividends of $0.76 per share of common stock. The declaration of any future cash dividend is at the discretion of the Board of Directors, subject to applicable laws, and will depend on the Company’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination that such dividends are in the best interests of the Company’s stockholders. Accumulated Other Comprehensive Income The following table reflects the accumulated other comprehensive loss reflected on the Consolidated Balance Sheets as of September 30, 2023 and October 1, 2022:
|  | As of
(in thousands) |  | September 30, 2023 |  | October 1, 2022
Loss from foreign currency translation adjustments |  | $ | (20,178) |  |  | $ | (29,854) |
Unrecognized actuarial loss on pension plan, net of tax |  | (861) |  |  | (812) |
Unrealized loss on hedging |  | (723) |  |  | (2,234) |
Accumulated other comprehensive loss |  | $ | (21,762) |  |  | $ | (32,900) |
Equity-Based Compensation The Company has a stockholder-approved equity-based compensation plan, the 2021 Omnibus Incentive Plan (the “Plan”) from which employees and directors receive grants. As of September 30, 2023, 2.5 million shares of common stock are available for grant to the Company’s employees and directors under the Plan. •Relative TSR Performance Share Units (“Relative TSR PSUs”) entitle the employee to receive common stock of the Company on the award vesting date, typically the third anniversary of the grant date (or as soon as administratively practicable if later), if market performance objectives which measure relative total shareholder return (“TSR”) are attained. Relative TSR is calculated based upon the 90-calendar day average price at the end of the performance period of the Company’s stock as compared to specific peer companies that comprise the GICS (45301020) Semiconductor Index. TSR is measured for the Company and each peer company over a performance period, which is generally three years. Vesting percentages range from 0% to 200% of awards granted. The provisions of the Relative TSR PSUs are reflected in the grant date fair value of the award; therefore, compensation expense is recognized regardless of whether the market condition is ultimately satisfied. Compensation expense is reversed if the award is forfeited prior to the vesting date. •Revenue Growth Performance Share Units (“Growth PSUs”) entitle the employee to receive common stock of the Company on the award vesting date, typically the third anniversary of the grant date (or as soon as administratively practicable if later), based on organic revenue growth objectives and relative growth performance against named competitors as set by the Management Development and Compensation Committee (“MDCC”) of the Company’s Board of Directors. Organic revenue growth is calculated by averaging revenue growth (net of revenues from acquisitions) over a performance period, which is generally three years. Revenues from acquisitions will be included in the calculation after four fiscal quarters after acquisition. Any portion of the grant that does not meet the revenue growth objectives and relative growth performance is forfeited. Vesting percentages range from 0% to 200% of awards granted. •In general, Time-based Restricted Share Units (“Time-based RSUs”) awarded to employees vest ratably over a three-year period on the anniversary of the grant date provided the employee remains employed by the Company. Equity-based compensation expense recognized in the Consolidated Statements of Operations for fiscal 2023, 2022, and 2021 was based upon awards ultimately expected to vest, with forfeiture accounted for when they occur. The following table reflects the total equity-based compensation expense, which includes Relative TSR PSUs, Time-based RSUs, Growth PSUs, and common stock, included in the Consolidated Statements of Operations for fiscal 2023, 2022, and 2021:
|  | Fiscal
(in thousands) |  | 2023 |  | 2022 |  | 2021
Cost of sales |  | $ | 1,192 |  |  | $ | 960 |  |  | $ | 828 |
Selling, general and administrative |  | 16,239 |  |  | 13,911 |  |  | 10,998 |
Research and development |  | 5,313 |  |  | 4,115 |  |  | 3,676 |
Total equity-based compensation expense |  | $ | 22,744 |  |  | $ | 18,986 |  |  | $ | 15,502 |
The following table reflects the equity-based compensation expense, by type of award, for fiscal 2023, 2022, and 2021:
|  | Fiscal
(in thousands) |  | 2023 |  | 2022 |  | 2021
Relative TSR PSUs |  | 4,949 |  |  | 4,255 |  |  | 3,916 |
Time-based RSUs |  | 14,304 |  |  | 11,655 |  |  | 10,314 |
Growth PSUs |  | 2,491 |  |  | 2,127 |  |  | 444 |
Common stock |  | 1,000 |  |  | 949 |  |  | 828 |
Total equity-based compensation expense |  | $ | 22,744 |  |  | $ | 18,986 |  |  | $ | 15,502 |
Equity-Based Compensation: Relative TSR PSUs The following table reflects the Relative TSR PSUs activity for fiscal 2023, 2022, and 2021:
| Number of shares (in thousands) |  | Unrecognized compensation expense (in thousands) |  | Average remaining service period (in years) |  | Weighted average grant date fair value per share
Relative TSR PSUs outstanding as of October 3, 2020 | 403 |  |  | $ | 4,198 |  |  | 1.1 |  |
Granted | 155 |  |  |  |  |  |  | $ | 28.21 |
Forfeited or expired | (6) |  |  |  |  |  |  |
Vested | (108) |  |  |  |  |  |  |
Relative TSR PSUs outstanding as of October 2, 2021 | 444 |  |  | $ | 4,455 |  |  | 1.1 |  |
Granted | 152 |  |  |  |  |  |  | $ | 52.18 |
Forfeited or expired | (11) |  |  |  |  |  |  |
Vested | (205) |  |  |  |  |  |  |
Relative TSR PSUs outstanding as of October 1, 2022 | 380 |  |  | $ | 4,619 |  |  | 0.9 |  |
Granted | 187 |  |  |  |  |  |  | $ | 48.35 |
Forfeited or expired | (3) |  |  |  |  |  |  |
Vested | (197) |  |  |  |  |  |  |
Relative TSR PSUs outstanding as of September 30, 2023 | 367 |  |  | $ | 5,939 |  |  | 1.0 |  |
The following table reflects the assumptions used to calculate compensation expense related to the Company’s Relative TSR PSUs issued during fiscal 2023, 2022, and 2021:
| Fiscal
| 2023 |  | 2022 |  | 2021
Grant price | $ | 37.50 |  |  | $ | 49.20 |  |  | $ | 23.88 |
Expected dividend yield | 1.81 | % |  | 1.14 | % |  | 2.01 | %
Expected stock price volatility | 53.79 | % |  | 48.50 | % |  | 45.15 | %
Risk-free interest rate | 4.42 | % |  | 0.68 | % |  | 0.21 | %
Equity-Based Compensation: Time-based RSUs The following table reflects the Time-based RSUs activity for fiscal 2023, 2022, and 2021:
| Number of shares (in thousands) |  | Unrecognized compensation expense (in thousands) |  | Average remaining service period (in years) |  | Weighted average grant date fair value per share
Time-based RSUs outstanding as of October 3, 2020 | 788 |  |  | $ | 10,480 |  |  | 1.6 |  |
Granted | 486 |  |  |  |  |  |  | $ | 24.34 |
Forfeited or expired | (24) |  |  |  |  |  |  |
Vested | (333) |  |  |  |  |  |  |
Time-based RSUs outstanding as of October 2, 2021 | 917 |  |  | $ | 11,420 |  |  | 1.4 |  |
Granted | 301 |  |  |  |  |  |  | $ | 49.47 |
Forfeited or expired | (29) |  |  |  |  |  |  |
Vested | (453) |  |  |  |  |  |  |
Time-based RSUs outstanding as of October 1, 2022 | 736 |  |  | $ | 13,752 |  |  | 1.2 |  |
Granted | 513 |  |  |  |  |  |  | $ | 37.64 |
Forfeited or expired | (28) |  |  |  |  |  |  |
Vested | (389) |  |  |  |  |  |  |
Time-based RSUs outstanding as of September 30, 2023 | 832 |  |  | $ | 17,693 |  |  | 1.5 |  |
Equity-Based Compensation: Growth PSUs The following table reflects the Growth PSUs activity for fiscal 2023, 2022, and 2021:
| Number of shares (in thousands) |  | Unrecognized compensation expense (in thousands) |  | Average remaining service period (in years) |  | Weighted average grant date fair value per share
Special/Growth PSUs outstanding as of October 3, 2020 | 151 |  |  | $ | 1,252 |  |  | 1.1 |  |
Granted | 52 |  |  |  |  |  |  | $ | 24.01 |
Forfeited or expired | (34) |  |  |  |  |  |  |
Vested | (17) |  |  |  |  |  |  |
Special/Growth PSUs outstanding as of October 2, 2021 | 152 |  |  | $ | 1,247 |  |  | 1.0 |  |
Granted | 79 |  |  |  |  |  |  | $ | 49.26 |
Forfeited or expired | (4) |  |  |  |  |  |  |
Vested | (100) |  |  |  |  |  |  |
Special/Growth PSUs outstanding as of October 1, 2022 | 127 |  |  | $ | 1,405 |  |  | 0.9 |  |
Granted | 91 |  |  |  |  |  |  | $ | 37.55 |
Forfeited or expired | (1) |  |  |  |  |  |  |
Vested | (95) |  |  |  |  |  |  |
Special/Growth PSUs outstanding as of September 30, 2023 | 122 |  |  | $ | 1,626 |  |  | 1.0 |  |
As of September 30, 2023, there were no employee stock options. Equity-Based Compensation: Non-Employee Directors The 2021 Equity Plan provides for the grant of common stock to each non-employee director upon initial election to the board and on the first business day of each calendar quarter while serving on the board. The grant to a non-employee director upon initial election to the board is that number of common stock closest in value to, without exceeding, $120,000. The quarterly grant to a non-employee director upon the first business day of each calendar quarter is that number of common stock closest in value to, without exceeding, $39,500. The following table reflects shares of common stock issued to non-employee directors and the corresponding fair value for fiscal 2023, 2022, and 2021:
| Fiscal
(in thousands) | 2023 |  | 2022 |  | 2021
Number of common stock issued | 21 |  |  | 18 |  |  | 22 |
Fair value based upon market price at time of issue | $ | 1,000 |  |  | $ | 949 |  |  | $ | 828 |
Pension Plan The following table reflects the Company’s defined benefits pension obligations, mainly in Switzerland and Taiwan, as of September 30, 2023 and October 1, 2022:
|  | As of
(in thousands) | September 30, 2023 |  | October 1, 2022
Switzerland pension obligation | $ | 1,119 |  |  | $ | 1,038 |
Taiwan pension obligation | 1,257 |  |  | 1,189 |
Other PlansSome of the Company’s other foreign subsidiaries have retirement plans that are integrated with and supplement the benefits provided by laws of the various countries. These other plans are not required to report nor do they determine the actuarial present value of accumulated benefits or net assets available for plan benefits as they are defined contribution plans.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration