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Stock Plans
12 Months Ended
Dec. 31, 2024
Stock Plans  
Stock Plans

Note 13 — Stock Plans

Share-based incentive awards are provided to employees under the terms of the Company’s equity incentive compensation plans (the “Plans”), which are administered by the Compensation Committee of the Board of Directors. The 2019 Plan originated as the 2010 Stock Incentive Plan and was originally approved by the Company’s shareholders in May 2010. This Plan was subsequently amended, as approved by shareholders, in 2013, 2016, 2019 (at which time the Plan was renamed the 2019 Stock Incentive Plan), 2022, and 2024 (as amended to date, the “2019 Plan”). The Company’s employees, non-employee directors, and consultants are eligible to receive awards under the 2019 Plan, which can include non-qualified stock options, incentive stock options, RSAs, RSUs, PSAs, PSUs, share appreciation rights, dividend equivalent rights, or any combination thereof.

The Company is authorized to issue up to 21.3 million shares under the 2019 Plan. Option awards are granted with an exercise price equal to the closing price of the Company’s common stock on the trading day prior to the date of grant; option awards generally vest over a three-year period and have a seven or ten year term. RSAs and RSUs generally vest over one to five years. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2019 Plan. At December 31, 2024, there are no option shares outstanding and 2.4 million RSUs and PSUs outstanding under the 2019 Plan.

The Company is authorized to issue up to 2.25 million shares under the approved 2016 employee stock purchase plan (“ESPP”), including additional shares authorized under plan amendments approved by shareholders in 2019 and 2021. Under the ESPP, substantially all employees in the U.S. may purchase the Company’s common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of the Company’s common stock at the

beginning or end of each six-month offer period, as defined in the ESPP, and subject to certain limits. The ESPP was approved by the Company’s shareholders.

Shares Reserved for Future Issuance

At December 31, 2024, the Company has 7.0 million shares reserved to cover exercises of outstanding stock options, vesting of RSUs, and additional grants under the 2019 Plan. At December 31, 2024, the Company has 0.2 million shares reserved to cover future issuances under the ESPP Plan.

Share-Based Compensation

The Company recognized share-based compensation in the following line items in the Consolidated Statements of Operations for the periods indicated:

For the year ended December 31,

    

    

2024

    

2023

    

2022

(in thousands)

Cost of sales

 

 

$

6,263

 

$

4,913

 

$

4,551

Research and development

11,257

8,994

6,682

Selling, general, and administrative

18,359

14,651

11,761

Total

$

35,879

$

28,558

$

22,994

The Company recognized a tax benefit of approximately $7.9 million, $3.9 million, and $4.5 million associated with share-based compensation for the years ended December 31, 2024, 2023, and 2022, respectively. The Company capitalized an immaterial amount of share-based compensation into inventory for the years ended December 31, 2024, 2023, and 2022.

Unrecognized share-based compensation costs at December 31, 2024 are summarized below:

    

Unrecognized

    

Weighted

Share-Based

Average Period

Compensation

Expected to be

Costs

Recognized

(in thousands)

(in years)

Restricted stock units

$

36,887

1.9

Restricted stock awards

 

1,831

0.4

Performance share units

 

10,822

2.0

Total unrecognized share-based compensation cost

 

$

49,540

1.9

Stock Option Awards

Stock options are awards issued to employees that entitle the holder to purchase shares of the Company’s stock at a fixed price. The following table summarizes the equity activity related to stock options:

Weighted 

Number of

Average

    

Shares

    

Exercise Price

(in thousands)

Balance - December 31, 2021

443

$

32.15

Expired

(266)

32.95

Balance - December 31, 2022

177

30.94

Exercised

(2)

 

30.47

Expired

(165)

30.53

Balance - December 31, 2023

10

$

37.42

Exercised

(10)

37.26

Expired

41.93

Balance - December 31, 2024

0

At December 31, 2024, there were no stock option shares outstanding.

The following table summarizes information on options exercised for the periods indicated:

Year ended December 31,

    

2024

    

2023

    

2022

(in thousands)

Cash received from options exercised

$

373

$

56

$

Intrinsic value of options exercised

$

28

$

56

$

RSAs, RSUs, PSAs, PSUs

RSAs are stock awards issued to employees and directors that are subject to specified restrictions and a risk of forfeiture. RSUs are stock awards issued to employees that entitle the holder to receive shares of common stock as the awards vest. PSAs and PSUs are awards that result in an issuance of shares of common stock to employees if certain performance or market conditions are achieved. All of these awards typically vest over one to four years and vesting is subject to the employee's continued service with the Company and, in the case of performance awards, meeting certain performance or market conditions. The fair value of the awards is determined and fixed based on the closing price of the Company’s common stock on the trading day prior to the date of grant, or, in the case of performance awards with market conditions, fair value is determined using a Monte Carlo simulation.

The following table summarizes the equity activity of non-vested restricted shares and performance shares:

    

    

Weighted

Average

Number of

Grant Date

Shares

Fair Value

(in thousands)

Balance - December 31, 2021

 

2,083

$

17.33

Granted

 

1,253

29.12

Performance award adjustments

85

14.03

Vested

 

(844)

15.00

Forfeited

(81)

20.18

Balance - December 31, 2022

2,496

23.83

Granted

1,282

23.83

Performance award adjustments

183

10.59

Vested

(1,364)

17.47

Forfeited

(133)

29.29

Balance - December 31, 2023

2,464

$

26.19

Granted

1,369

36.49

Performance award adjustments

200

27.81

Vested

(1,292)

24.83

Forfeited

(137)

26.10

Balance - December 31, 2024

2,604

$

32.53

The total fair value of shares that vested during the years ended December 31, 2024, 2023, and 2022 was $43.7 million, $30.3 million, and $22.1 million, respectively. For performance awards, the final number of shares earned will vary depending on the achievement of the actual results relative to the performance or market conditions. Each performance award is included in the table above at the grant date target share amount until the end of the performance period if not previously forfeited.

The fair value of performance awards with market conditions is estimated on the date of grant using a Monte Carlo simulation. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards. The weighted average fair value and the assumptions used in calculating such values during fiscal years 2024, 2023, and 2022 for performance awards with market conditions were based on estimates at the date of grant as follows:

Year ended December 31,

2024

    

2023

    

2022

Weighted average fair value

$

49.38

$

32.25

$

45.28

Dividend yield

0

%  

0

%  

0

%  

Expected volatility factor(1)

38

%  

54

%  

58

%  

Risk-free interest rate(2)

4.41

%  

3.84

%  

2.13

%  

Expected life (in years)(3)

3.0

 

3.0

 

3.0

(1)Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term.
(2)The risk-free rate for periods within the contractual term is based on the U.S. Treasury yield curve in effect at the time of grant.
(3)The expected life is the number of years the Company estimates that the awards will be outstanding prior to exercise.

Employee Stock Purchase Plan

For the years ended December 31, 2024, 2023, and 2022 the Company received cash proceeds of $5.3 million, $4.6 million, and $3.7 million, and issued shares of 182,809, 258,153, and 208,140, respectively, under the ESPP Plan. The

weighted average estimated values of employee purchase rights as well as the weighted average assumptions that were used in calculating such values during fiscal years 2024, 2023, and 2022 were based on estimates at the date of grant as follows:

Year ended December 31,

 

2024

    

2023

    

2022

 

Weighted average fair value

$

9.62

$

5.77

$

6.00

Dividend yield

0

%  

0

%  

0

%

Expected volatility factor(1)

35

%  

42

%  

43

%

Risk-free interest rate(2)

5.30

%  

5.03

%  

1.73

%

Expected life (in years)(3)

0.5

 

0.5

 

0.5

(1)Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term.
(2)The risk-free rate for periods within the contractual term is based on the U.S. Treasury yield curve in effect at the time of grant.
(3)The expected life is the number of years the Company estimates that the purchase rights will be outstanding prior to exercise.