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EMPLOYEE STOCK PLANS

12 Months Ended

May 30, 2025

EMPLOYEE STOCK PLANS

EMPLOYEE STOCK PLANS

12. EMPLOYEE STOCK PLANS

2023 Equity Incentive Plan

On October 23, 2023, the shareholders of the Company approved the 2023 Equity Incentive Plan (the "2023 Plan") to replace the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) and reserved a total of 1,500,000 shares of common stock under the 2023 Plan.

The 2023 Plan permits grants to employees of share-based awards, including stock options, RSUs, PRSUs, restricted shares, performance restricted shares. Full value awards, which are equity awards other than options, stock appreciation rights or other awards that are based solely on an increase in value of the shares following the grant date, when granted or forfeited will be counted as the same number of common stock shares added or deducted to the remaining available shares for issuance under the 2023 Plan.

2016 Equity Incentive Plan

In October 2016, the Company’s 2016 Plan was approved by the Company’s shareholders. The 2016 Plan replaced the 2006 Equity Incentive Plan and would continue in effect until 2026. The exercise price of each stock option equals the market value of the Company's common stock on the date of grant. Options typically vest over four years, subject to the grantee’s continued service with the Company through the scheduled vesting date, and expire in seven years from the grant date. A total of 4,848,000 shares of common stock have been reserved for issuance under the Company’s 2016 Plan. Full value awards, which are equity awards other than options, stock appreciation rights or other awards that are based solely on an increase in value of the shares following the grant date, when granted or forfeited will be counted as two times the number of shares added or deducted to the remaining available shares for issuance under the 2016 Plan.

The following table summarizes the total stock-based compensation expense for the fiscal years ended May 30, 2025, May 31, 2024, and May 31, 2023:

		Year Ended
		May 30,				May 31,				May 31,
(In thousands, except per share data)		2025				2024				2023
Cost of sales		$	737			$	330			$	331
Research and development			1,476				639				706
Selling, general and administrative			2,949				1,549				1,711
Net effect on net income (loss)		$	5,162			$	2,518			$	2,748

Effect on net income (loss) per share:
Basic		$	0.17			$	0.09			$	0.10
Diluted		$	0.17			$	0.09			$	0.09

As of May 30, 2025 and May 31, 2024, stock-based compensation totaling $0.3 million and $0.3 million, respectively, was capitalized as part of inventory.

The following table presents the combined stock activities and the total number of shares available for grant under the Company’s equity incentive plans:

(in thousands)		Available Shares for Grant
Balance, May 31, 2022			735
Options granted			(110	)
RSUs granted			(674	)
RSUs cancelled			60
Options terminated			16
Balance, May 31, 2023			27
Shares issued under 2023 Equity Incentive Plan			1,500
Shares retired under 2016 Equity Incentive Plan			(95	)
Options granted			(4	)
RSUs granted			(221	)
RSUs cancelled			144
Options terminated			12
Balance, May 31, 2024			1,363
RSUs granted			(634	)
RSUs cancelled			70
Options terminated			2
Balance, May 30, 2025			801

Restricted Stock Units, Performance Restricted Stock Units and Restricted Stock Awards

The Company’s nonvested RSU, PRSU and restricted stock awards granted to employees and members of the Company’s Board of Directors for the fiscal year ended May 30, 2025 were as follows:

		Number of Shares				Weighted Average Grant Date Fair Value				Weighted Average Remaining Contractual Term				Aggregate Intrinsic Value
		(in thousands)				Per Share				(In Years)				(in thousands)
Unvested, May 31, 2024			294			$	20.08				2.3			$	3,381
Granted (1)			634				14.74
Vested			(194	)			15.10
Forfeited (2)			(70	)			15.75
Unvested, May 30, 2025			664			$	16.89				2.1			$	6,330

(1)	Includes 277,000 original performance-based awards, of which 80,000 performance-based awards have target achievement goals whereby the grantee can earn up to 200% of the original award (up to 161,000 shares) if the maximum target goals are met. During the year ended May 30, 2025, 23,000 shares were earned as a result of target goals being met in excess of 100% achievement. The remaining awards are earned at 100% if the target goals are achieved.

(2)	Includes 54,000 performance-based awards for which target goals have not been achieved.

During fiscal 2025, the Company recorded stock-based compensation related to RSUs, PRSUs, performance restricted shares and restricted shares of $3.7 million. As of May 30, 2025, the total unrecognized compensation expense related to unvested RSU, PRSU and restricted shares was $6.9 million. This expense will be amortized on a straight-line basis over a weighted average period of approximately 2.1 years.

Stock Options

The following table summarized the stock option transactions during fiscal 2025:

		Number of Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term				Aggregated Intrinsic Value
		(in thousands)				Per Share				(In Years)				(in thousands)
Balances, May 31, 2024			702			$	4.37				3.3			$	5,320
Options terminated			(2	)
Options exercised			(55	)
Balances, May 30, 2025			645			$	4.47				2.3			$	3,619
Options exercisable, May 30, 2025			585			$	3.85				2.1			$	3,531
Options exercisable and expected to vest			645			$	4.47				2.3			$	3,619

The fair value of the Company’s stock options granted to employees was estimated on the date of grant using the Black-Scholes model and the straight-line attribution approach with the following weighted average assumptions:

		Year Ended
		May 31,				May 31,
		2024				2023

Expected term (in years)			5			5-6
Volatility			93	%			86	%
Risk-free interest rates			4.34	%			3.12	%
Weighted average grant date fair value		$	36.02			$	6.29

No options were granted during the year ended May 30, 2025. The total intrinsic values of options exercised were $0.6 million, $9.5 million, and $17.1 million during fiscal 2025, 2024, and 2023, respectively.

During fiscal year 2025, the Company recorded stock-based compensation related to its stock options of $0.5 million. As of May 30, 2025, the Company had $0.4 million of total unrecognized compensation expense related to unvested stock options granted and outstanding which is expected to be recognized over a weighted average remaining period of 1.3 years.

Employee Stock Purchase Plan

The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. The purchase price is 85.0% of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

For the fiscal years ended May 30, 2025, May 31, 2024, and May 31, 2023, approximately 116,000, 72,000, and 211,000 shares of common stock were issued under the ESPP. As of May 30, 2025, 210,000 shares remain available for issuance under the ESPP.

The fair value of each purchase right under the ESPP was estimated on the date of grant using the Black-Scholes model with the following weighted average assumptions:

		Year Ended
		May 30,				May 31,				May 31,
		2025				2024				2023
Expected term (in years)		0.5 - 2.0				0.5 - 2.0				0.5 - 2.0
Volatility		80% - 95%				70% - 94%				91% - 203%
Risk-free interest rates		3.61% - 4.36%				4.72% - 5.53%				3.97% - 4.94%
Weighted average grant date fair value		$	2.01			$	6.30			$	13.60

During fiscal years 2025, 2024, and 2023, the Company recorded stock-based compensation related to its ESPP of $1.0 million, $0.8 million, and $0.8 million, respectively.

As of May 30, 2025, the total unrecognized compensation expense related to purchase rights under the ESPP was $1.0 million. This expense will be amortized on a straight-line basis over a weighted average period of approximately 1.3 years.

Employee Stock Ownership Plan

The Company had a non-contributory, trusteed employee stock ownership plan or Employee Stock Ownership Plan (“ESOP”) for full-time and part-time employees. The Company can contribute either shares of the Company’s stock or cash to the ESOP. During the fiscal years ended May 30, 2025, May 31, 2024, and May 31, 2023, the Company contributed 26,064, 9,085, and 29,832 shares to the ESOP. As a result, the Company recognized stock-based compensation expense totaling zero, $0.3 million, and $0.3 million during the fiscal years ended May 30, 2025, May 31, 2024, and May 31, 2023, respectively. Shares held in the ESOP are included in the net income (loss) per share calculation. The Company terminated its ESOP plan in fiscal year 2025 and began to provide a matching contribution to the participants of the 401(k) Plan.