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Share-Based Compensation
12 Months Ended
Dec. 31, 2024
Share-Based Compensation  
Share-Based Compensation

Note 20. Share-Based Compensation

The amounts of share-based compensation expenses included in applicable costs of revenues and expense categories and related tax effects are summarized as follows:

Year ended December 31, 

    

2022

2023

    

2024

(in thousands)

Cost of revenues

$

481

 

157

 

173

Research and development

15,345

 

9,414

 

9,819

General and administrative

2,193

 

1,108

 

891

Sales and marketing

2,612

 

1,453

 

1,435

Total compensation

$

20,631

 

12,132

 

12,318

Income tax benefit

$

4,201

 

2,545

 

2,605

(a)Long-term Incentive Plan

On September 7, 2011, the Company’s shareholders approved a long-term incentive plan. The amended and restated plan was amended and restated by extending its duration to September 6, 2025, which was approved by the Company’s shareholders at the annual general meeting held on August 16, 2022. The plan permits the grants of options or RSUs to the Company’s employees, directors and service providers where each unit of RSU represents two ordinary shares of the Company.

On September 28, 2020, the Company’s compensation committee made grants of 1,402,714 RSUs to the Company’s employees. The vesting schedule for the RSUs is as follows: 98.68% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $4,762 thousand, a subsequent 0.44% will vest on each of September 30, 2021, 2022 and 2023 which will be settled by the Company’s ordinary shares, subject to certain forfeiture events.

On September 28, 2021, the Company’s compensation committee made grants of 2,604,545 RSUs to the Company’s employees. The vesting schedule for the RSUs is as follows: 85.63% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $23,174 thousand, a subsequent 4.79% will vest on each of September 30, 2022, 2023 and 2024 which will be settled by the Company’s ordinary shares, subject to certain forfeiture events.

On September 28, 2022, the Company’s compensation committee made grants of 3,987,509 RSUs to the Company’s employees. The vesting schedule for the RSUs is as follows: 86.41% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $17,535 thousand, a subsequent 4.53% will vest on each of September 30, 2023, 2024 and 2025 which will be settled by the Company’s ordinary shares, subject to certain forfeiture events.

On September 26, 2023, the Company’s compensation committee made grants of 1,710,607 RSUs to the Company’s employees. The vesting schedule for the RSUs is as follows: 97.45% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $9,468 thousand, a subsequent 0.85% will vest on each of September 30, 2024, 2025 and 2026 which will be settled by the Company’s ordinary shares, subject to certain forfeiture events.

On September 26, 2024, the Company’s compensation committee made grants of 2,014,386 RSUs to the Company’s employees. The vesting schedule for the RSUs is as follows: 96.76% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $11,071 thousand, a subsequent 1.08% will vest on each of September 30, 2025, 2026 and 2027 which will be settled by the Company’s ordinary shares, subject to certain forfeiture events.

On November 9, 2022, the Company’s compensation committee made the unvested RSUs generally include forfeitable dividend-equivalent rights, which entitle holders of RSUs to the same dividend value per share as holders of common stock. The dividend-equivalent rights are subject to the same vesting and other terms and conditions as the underlying RSUs.

The amount of compensation expense from the long-term incentive plan was determined based on the estimated fair value and the market price of ADS (one ADS represents two ordinary shares) underlying the RSUs granted on the date of grant, which were $3.44 per ADS, $10.39 per ADS, $5.09 per ADS, $5.68 per ADS and $5.68 per ADS on September 28, 2020, September 28, 2021, September 28, 2022, September 26, 2023 and September 26, 2024, respectively.

RSUs activity under the long-term incentive plan during the periods indicated is as follows:

    

Number of

    

Weighted

Underlying

Average Grant

Shares for RSUs

Date Fair Value

Balance at January 1, 2022

 

386,520

$

10.17

Granted

3,987,509

5.09

Vested

(3,563,177)

5.25

Forfeited

(18,643)

10.15

Balance at December 31, 2022

 

792,209

 

6.71

Granted

 

1,710,607

 

5.68

Vested

 

(1,974,496)

 

5.91

Forfeited

 

(2,355)

 

9.81

Balance at December 31, 2023

 

525,965

 

6.36

Granted

2,014,386

5.68

Vested

(2,261,433)

5.88

Forfeited

(5,307)

7.33

Balance at December 31, 2024

273,611

5.29

As of December 31, 2024, the total compensation cost related to the unvested RSUs not yet recognized was $758 thousand. The weighted-average period over which it is expected to be recognized is 1.33 years.

In 2022, 2023 and 2024, the Company settled RSUs release with shares buyback of 235,910 shares, 615,052 shares and 624,670 shares, respectively.

The allocation of compensation expenses and related tax effects from the RSUs granted to employees under the long-term incentive plan are summarized as follows:

Year ended December 31, 

    

2022

2023

    

2024

(in thousands)

Cost of revenues

$

472

 

153

 

167

Research and development

15,097

 

9,353

 

9,751

General and administrative

1,934

 

1,108

 

891

Sales and marketing

2,497

 

1,449

 

1,430

Total compensation

$

20,000

 

12,063

 

12,239

Income tax benefit

$

4,201

 

2,545

 

2,605

(b)Employee stock options
(i)On March 19, 2021, board of directors of CM Visual Technology Corp. approved a plan to grant stock options, the 2021 plan, to certain employees. This plan authorizes grants to purchase up to 3,000,000 shares of CM Visual Technology Corp. authorized but unissued ordinary shares. The exercise price was NT$10 (US$0.36). In addition, on December 28, 2023, board of directors of CM Visual Technology Corp. approved another a plan to grant stock options, the 2023 plan, to certain employees. This plan authorizes grants to purchase up to 1,500,000 shares of CM Visual Technology Corp. authorized but unissued ordinary shares. The exercise price was NT$10 (US$0.32)

The 2021 plan and 2023 plan both have four years contractual life and three years vesting period. Based on the vesting schedule, 50% of the options vest one and half years after the date of grant and 50% of the options vest three years after the date of grant.The Company recognized compensation expenses of $76 thousand, $69 thousand and $79 thousand in 2022, 2023 and 2024, respectively. Such compensation expense was recorded as cost of revenues, sales and marketing expenses, general and administrative expense and research and development expenses in the consolidated statements of income. There was no income tax benefit realized in the consolidated statements of income for employee stock options for the years ended December 31, 2022, 2023 and 2024, respectively.

The calculated value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that used the weighted average assumptions in the following table. CM Visual Technology Corp. uses the simplified method to estimate the expected term of the options as it does not have sufficient historical share option exercise experience and the exercise data relating to employees of other companies is not easily obtainable. Since CM Visual Technology Corp.’ shares are not publicly traded and its shares are rarely traded privately, expected volatility is computed based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the options is based on the interest rates of 2 years and 5 years ROC central government bond at the time of grant.

    

2021 Plan

2023 Plan

Granted in

Granted in

Granted in

    

2021

    

2023

2024

Valuation assumptions:

Expected dividend yield

 

0

%

0

%

0

%

Expected volatility

 

43.82

%

44.17

%

39.76

%

Expected term (years)

 

3.125

 

3.125

3.125

Risk-free interest rate

 

0.223

%

1.081

%

1.150

%

Stock option activity during the periods indicated is as follows:

    

    

    

    

    

Weighted

 

 

Weighted

 

average

 

 

average

 

remaining

Number

 

exercise

 

contractual

of shares

 

price

 

term

Balance at January 1, 2022

 

2,671,000

$

0.36

3.5

Granted

 

 

 

  

Exercised

 

 

 

  

Forfeited

 

(380,000)

 

0.36

 

  

Balance at December 31, 2022

 

2,291,000

 

0.36

 

2.5

Granted

288,000

0.33

Exercised

Effect of capital reduction

(1,289,500)

0.36

Forfeited

Balance at December 31, 2023

1,289,500

0.50

1.5

Granted

1,201,000

0.32

Exercised

Forfeited

(138,000)

0.47

Balance at December 31, 2024

2,352,500

0.41

1.8

Exercisable at December 31, 2024

 

1,068,000

 

0.50

 

0.6

(ii)

On June 28, 2021, board of directors of Liqxtal Technology Inc. approved a plan to grant stock options, the 2021 plan, to certain employees. This plan authorizes grants to purchase up to 1,000,000 shares of Liqxtal Technology Inc.’ authorized but unissued ordinary shares. The exercise price was NT$18 (US$0.65).

The 2021 plan has one and half years contractual life and one year vesting period. Based on the vesting schedule, 100% of the options vest one year after the date of grant. The Company recognized compensation expenses of $33 thousand in 2022. Such compensation expense was recorded as sales and marketing expenses, general and administrative expense and research and development expenses in the consolidated statements of income. There was no income tax benefit realized in the consolidated statements of income for employee stock options for the year ended December 31, 2022.

The calculated value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that used the weighted average assumptions in the following table. Liqxtal Technology Inc. uses the simplified method to estimate the expected term of the options as it does not have sufficient historical share option exercise experience and the exercise data relating to employees of other companies is not easily obtainable. Since Liqxtal Technology Inc.’ shares are not publicly traded and its shares are rarely traded privately, expected volatility is computed based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the options is based on the interest rates of 2 years ROC central government bond at the time of grant.

    

2021 plan

Valuation assumptions:

Expected dividend yield

 

0

%

Expected volatility

 

30.06

%

Expected term (years)

 

1.25

Risk-free interest rate

 

0.107

%

Stock option activity during the periods indicated is as follows:

    

    

    

    

    

Weighted

 

Weighted

 

average

 

average

 

remaining

 

Number

 

exercise

 

contractual

 

of shares

 

price

 

term

Balance at January 1, 2022

 

910,000

$

0.65

 

1.0

Exercised

(840,000)

0.65

Forfeited

(70,000)

0.65

Balance at December 31, 2022

Exercisable at December 31, 2022

 

 

 

(iii) On January 28, 2022, board of directors of EMZA approved a plan to grant stock options, the 2022 Option Plan, to certain employees. This plan authorizes grants to purchase up to 179,690 shares of EMZA’s authorized but unissued ordinary shares. The exercise price was $20.49.

All Options granted under this 2022 Option Plan shall vest over a 4-year period, with 25% thereof vesting on the end of a 12-month period following the date of grant, and the remaining 75% thereof vesting in 12 equal portions at the end of each 3-month period thereafter. The Company recognized compensation expenses of $522 thousand in 2022, including 2022 Option Plan cancelled and recognized compensation expenses of $219 thousand. Such compensation expense was recorded as sales and marketing expenses, general and administrative expense and research and development expenses in the consolidated statements of income. There was no income tax benefit realized in the consolidated statements of income for employee stock options for the year ended December 31, 2022.

The calculated value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that used the weighted average assumptions in the following table. EMZA uses the simplified method to estimate the expected term of the options as it does not have sufficient historical share option exercise experience and the exercise data relating to employees of other companies is not easily obtainable. Since EMZA’s shares are not publicly traded and its shares are rarely traded privately, expected volatility is computed based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the options is based on the interest rates of 5 years Israel non-indexed government bond at the time of grant.

    

2022 Option Plan

 

Valuation assumptions:

 

Expected dividend yield

 

0

%

Expected volatility

 

54.05

%

Expected term (years)

 

6.11

Risk-free interest rate

 

0.65

%

Stock option activity during the periods indicated is as follows:

    

    

    

Weighted

Weighted

average

average

remaining

Number

exercise

contractual

of shares

price

term

Balance at January 1, 2022

 

$

 

Granted

 

150,940

 

20.49

 

6.11

Exercised

 

 

 

Forfeited

 

(1,797)

 

20.49

 

Cancelled

 

(149,143)

 

20.49

 

Balance at December 31, 2022

 

 

 

Exercisable at December 31, 2022