SHAREHOLDERS' EQUITY AND EMPLOYEE BENEFIT PLANS

12 Months Ended

Sep. 28, 2024

Share-Based Payment Arrangement [Abstract]

SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS

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 November 17, 2023, the Company modified its written trading plan under Rule 10b5-1 of the Exchange Act, dated as of May 7, 2022, to facilitate repurchases under the Program. The modification provided for the purchase of up to approximately $169 million of the Company’s common stock from November 20, 2023 through August 1, 2025. 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 28, 2024, the Company repurchased a total of approximately 3,221.0 thousand shares of common stock at an aggregate cost of approximately $151.0 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 28, 2024, our remaining stock repurchase authorization under the Program was approximately $30.3 million.

Dividends

On August 26, 2024, May 16, 2024, March 14, 2024 and November 15, 2023, the Board of Directors declared a quarterly dividend $0.20 per share of common stock, resulting in an aggregate dividend of $0.80 per share of common stock for the fiscal year ended September 28, 2024. 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

Changes in accumulated other comprehensive income (loss) by component for the year ended September 28, 2024:


(in thousands)	Cumulative Foreign Currency Translation Adjustment		Pension Plan Adjustments		Gain (Losses) on Derivative Instruments		Total
As of September 30, 2023	$	(20,178)	$	(861)	$	(723)	$	(21,762)
Other comprehensive income (loss) before reclassifications	7,263		(968)		1,799		8,094
Amount reclassified out of accumulated other comprehensive income (loss)	—		—		445		445
Tax effects	(346)		147		—		(199)
Accumulated other comprehensive income (loss)	6,917		(821)		2,244		8,340
As of September 28, 2024	$	(13,261)	$	(1,682)	$	1,521	$	(13,422)

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 28, 2024, 1.8 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 2024, 2023 and 2022 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 2024, 2023 and 2022:


	Fiscal
(in thousands)	2024		2023		2022
Cost of sales	$	1,277	$	1,192	$	960
Selling, general and administrative	18,524		16,239		13,911
Research and development	7,090		5,313		4,115
Total equity-based compensation expense	$	26,891	$	22,744	$	18,986

The following table reflects the equity-based compensation expense, by type of award, for fiscal 2024, 2023 and 2022:


	Fiscal
(in thousands)	2024		2023		2022
Relative TSR PSUs	5,856		4,949		4,255
Time-based RSUs	17,683		14,304		11,655

Growth PSUs	2,093		2,491		2,127
Common stock	1,259		1,000		949
Total equity-based compensation expense	$	26,891	$	22,744	$	18,986

Equity-Based Compensation: Relative TSR PSUs

The following table reflects the Relative TSR PSUs activity for fiscal 2024:


	Number of shares (in thousands)	Weighted average grant date fair value per share








Outstanding as of September 30, 2023	367	$	41.09
Granted	232	$	36.88
Forfeited or expired	(17)	$	45.08
Vested	(246)	$	28.08
Outstanding as of September 28, 2024	336	$	44.91


	Fiscal
(in thousands, except fair value per share)	2024		2023		2022
Relative TSR PSUs granted	232		187		152
Weighted-average grant-date fair value per share	$	36.88	$	48.35	$	52.18

The following table reflects the assumptions used to calculate compensation expense related to the Company’s Relative TSR PSUs issued during fiscal 2024, 2023 and 2022:


	Fiscal
	2024			2023			2022
Grant price	$	47.44		$	37.50		$	49.20
Expected dividend yield	1.60		%	1.81		%	1.14		%
Expected stock price volatility	47.27		%	53.79		%	48.50		%
Risk-free interest rate	4.53		%	4.42		%	0.68		%

Equity-Based Compensation: Time-based RSUs

The following table reflects the Time-based RSUs activity for fiscal 2024:


	Number of shares (in thousands)	Weighted average grant date fair value per share








Outstanding as of September 30, 2023	832	$	37.95
Granted	512	$	47.42
Forfeited or expired	(49)	$	43.88
Vested	(407)	$	35.55
Outstanding as of September 28, 2024	888	$	44.18


	Fiscal
(in thousands, except fair value per share)	2024		2023		2022
Time-based RSUs granted	512		513		301
Weighted-average grant-date fair value per share	$	47.42	$	37.64	$	49.47

Equity-Based Compensation: Growth PSUs

The following table reflects the Growth PSUs activity for fiscal 2024:


	Number of shares (in thousands)	Weighted average grant date fair value per share








Outstanding as of September 30, 2023	122	$	34.85
Granted	49	$	23.51
Forfeited or expired	(3)	$	42.48
Vested	(99)	$	23.94
Outstanding as of September 28, 2024	69	$	42.21


	Fiscal
(in thousands, except fair value per share)	2024		2023		2022
Growth PSUs granted	49		91		79
Weighted-average grant-date fair value per share	$	23.51	$	37.55	$	49.26

The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended September 28, 2024, September 30, 2023 and October 1, 2022, was $36.4 million, $28.9 million and $41.3 million, respectively.

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 2024, 2023 and 2022:


	Fiscal
(in thousands)	2024		2023		2022
Number of common stock issued	25		21		18
Fair value based upon market price at time of issue	$	1,259	$	1,000	$	949

Pension Plan

We have pension plans available to employees at various foreign sites. As of September 28, 2024 and September 30, 2023, the defined benefits pension obligations of our plans were $5.1 million and $4.0 million respectively.

Other Plans

Some 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.