XML 33 R23.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Stock-Based Compensation | 12 Months Ended
--- | ---
Dec. 28, 2024
Share-Based Payment Arrangement, Noncash Expense [Abstract] |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION Equity Incentive Plan The Company’s 2023 Equity Incentive Plan (“2023 Plan”) provides for the grant of up to an aggregate of 1,000,000 shares of restricted stock, restricted stock units, stock options, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise base d on the Company’s common stock, to officers, employees and directors of the Company. The 2023 Plan replaced the prior 2019 Equity Incentive Plan and was approved by the Company's shareholders at the 2023 Annual Meeting. As of December 28, 2024, 777,668 shares remained available to be issued through the 2023 Plan. Restricted Stock Units The Company grants restricted stock units (“RSUs”) to employees in connection with a long-term incentive plan and from time to time for special recognition. Awards with time-based vesting requirements primarily vest ratably over a three-year period. Awards with performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of shares ultim ately issued for the performance-based units may vary from 0% to 200% of their target amount based on the achievement of defined performance targets. The officer transition in July 2024 resulted in the forfeiture of $3.8 unvested RSU's and the reversal of previously recognized expense related to the respective unvested RSU's. Compensation expense recognized for RSUs granted to employees totaled $3.4, $8.4 and $7.0 for the ye ars ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively. Effective January 1, 2022, The Board approved a new Helios Technologies, Inc. Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which revised the compensation for Non-Employee Directors. The Director Compensation Policy compensates Non-Employee Directors for their board service with cash awards and equity-based compensation through grants of RSUs, issued pursuant to the 2019 Plan or 2023 Plan, which vest over a one-year period. Directors were granted 23,031 and 20,564 RSUs during the years ended December 28, 2024 and December 30, 2023, respectively. The Company recognized director stock compensation expense on the RSUs of $1.2, $1.3, and $0.5 for the years ended December 28, 2024. December 30, 2023, December 31, 2022, respectively. The following table summarizes RSU activity for the 2024 fiscal year:
|  | Number of Units (in thousands) |  |  | Weighted Average Grant-Date Fair Value per Share |
Nonvested balance at December 30, 2023 |  |  | 303 |  |  | $ | 63.29 |
Granted |  |  | 321 |  |  |  | 42.29 |
Vested |  |  | (178 | ) |  |  | 55.69 |
Forfeited |  |  | (222 | ) |  |  | 53.22 |
Nonvested balance at December 28, 2024 |  |  | 224 |  |  | $ | 49.13 |
Included in the nonvested balance at December 28, 2024, is 70,117 nonvested performance-based RSUs. The grant date fair value of restricted stock and RSUs granted during the 2024, 2023 and 2022 fiscal years totaled $13.6, $13.3 and $9.7, respectively. The Company had $5.4 of total unrecognized compensation cost related to the RSU awards as of December 28, 2024. That cost is expected to be recognized over a weighted average period of 1.7 years. Stock Options In 2022, the Company granted stock options with market-based vesting conditions to its officers. As of December 28, 2024, there were 5,334 unvested options and 2,666 vested unexercised options. The exercise price per share is $50.60, which is equal to the market price of Helios stock on the grant date. The options vest upon the later of the achievement of defined stock prices or two years from the grant date. The options have met their required service periods, which ranged from one to two years from the grant date. These options have a 10-year expiration. The grant date fair value of the options totaled $2.3 and was estimated using a Monte Carlo simulation. The Company has also granted stock options with only time-based vesting conditions to its officers. As of December 28, 2024, there were 2,027 vested unexercised options. The exercise prices per share, which range from $35.04 to $55.03, are equal to the market price of Helios stock on the respective grant dates. The options vested ratably over a three-year period and have a 10-year expiration. The grant date fair value of the options totaled $0.6 and was estimated using a Black Scholes valuation model. In 2024, 8,366 shares with time based vesting conditions were exercised. In September 2024, the Company granted additional stock options with only time-based vesting conditions to its officers and employees. These options have an exercise price per share of $40.13 which is equal to the market price of Helios stock on the grant date. The options vest three-years from the grant date and have a 10-year expiration. The grant date fair value of the options totaled $0.6 and was estimated using a Black Scholes valuation model. As of December 28, 2024, there are 36,502 unvested options. At December 28, 2024, the Company had $0.5 of unrecognized compensation cost related to the options, which is expected to be recognized over a weighted average period of 2.7 years. The officer transition in July 2024 resulted in the forfeiture of $1.7 unvested options and the reversal of previously recognized expense related to the respective unvested options. Related to stock options, the Company recognized a net benefit of $1.6 for the year ended December 28, 2024 and an expense of $1.4 for the year ended December 30, 2023.
|  | Number of Shares (not rounded) |  |  | Weighted Average Exercise Price |
Outstanding at December 30, 2023 |  |  | 92,233 |  |  | $ | 49.97 |
Granted |  |  | 36,502 |  |  |  | 40.13 |
Exercised |  |  | (8,366 | ) |  |  | 36.86 |
Forfeited/Expired |  |  | (73,840 | ) |  |  | 51.43 |
Outstanding at December 28, 2024 |  |  | 46,529 |  |  |  | 42.29 |
Exercisable at December 28, 2024 (A) |  |  | 4,693 |  |  |  | 49.67 |
(A) Options expire between the years 2030-2032 with strike prices between $39.75 - $55.03. Employee Stock Purchase Plans The Company maintains an Employee Stock Purchase Plan (“ESPP”) in which U.S. employees are eligible to participate. Employees who choose to participate are granted an opportunity to purchase common stock at 85 percent of market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom (“U.K.”), under a separate plan, are granted an opportunity to purchase the Company’s common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for each six shares purchased by the employee under the plan. Employees purch ased 48,261 shares at a weighted average price of $38.36, 43,585 shares at a weighted average price of $46.52 and 38,392 shares at a weighted average price of $51.54, under the ESPP and U.K. plan during the years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively. The Company recogn ized $0.4, $0.5 and $0.4 of compensation expense during the years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively. At December 28, 2024, 251,971 shares remained available to be issued through the ESPP and the U.K. plan.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

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