Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Note 10 – Stock-Based Compensation

2023 Long-Term Incentive Plan

The Company implemented the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan (the "2023 Plan") after receiving stockholder approval at its 2023 Annual Meeting of Stockholders on May 23, 2023. The 2023 Plan allows the Company to grant up to 6,000,000 shares (subject to certain adjustments described in the 2023 Plan) of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, phantom stock units, and other cash-based awards to employees, directors, consultants, and other service providers of the Company and its affiliates. Such instruments are available for grant until March 24, 2033. The Company has granted approximately 740,000 time-vested restricted stock units to employees pursuant to the 2023 Plan.

2007 Stock Incentive Program

Under the Company's 2007 Stock Incentive Program (the "2007 Program"), as amended and restated, certain executive officers and board members of the Company were granted restricted stock units. No further awards will be granted pursuant to the 2007 Program. Pursuant to the terms of the 2023 Plan, any shares of common stock that are subject to outstanding awards granted pursuant to the 2007 Program that subsequently cease to be subject to such awards as a result of the termination, expiration, cancellation, or forfeiture of such awards and any shares of common stock withheld in settlement of tax withholding obligations associated with outstanding awards granted pursuant to the 2007 Program may become available for issuance under the 2023 Plan. A total of 1,294,546 shares of common stock were subject to awards granted pursuant to the 2007 Program as of May 23, 2023.

The following table summarizes stock-based compensation expense recognized:

	Fiscal quarters ended						Nine fiscal months ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022

Restricted stock units		$	5,528		$	828		$	11,503		5,495
Phantom stock units			-			-			107		222
Total		$	5,528		$	828		$	11,610		5,717

The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at September 30, 2023 (amortization periods in years):

	Unrecognized Compensation Cost			Weighted Average Remaining Amortization Periods

Restricted stock units		$	19,929		1.6
Phantom stock units			-		n/a
Total		$	19,929

The Company currently expects all performance-based RSUs to vest and all of the associated unrecognized compensation cost for performance-based RSUs presented in the table above to be recognized.

Restricted Stock Units

RSU activity under the Company's stock incentive programs as of September 30, 2023 and changes during the nine fiscal months then ended are presented below (number of RSUs in thousands):

	Number of RSUs			Weighted Average Grant-date Fair Value per Unit
Outstanding:
January 1, 2023		894		$	19.73
Granted*		1,159			24.35
Vested**		(342	)		18.86
Cancelled or forfeited		(1	)		24.83
Outstanding at September 30, 2023		1,710		$	23.03

Expected to vest at September 30, 2023		1,759

* Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability awards. The liability awards are not material. The number of RSUs granted excludes these awards.

** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.

In addition to RSUs that vest based upon satisfaction of service or performance conditions, in 2023, the Company granted RSUs that vest based upon achievement of market conditions to certain executive officers. For RSUs with market conditions, the Company estimates the grant date fair value using a Monte Carlo valuation model and recognizes the expense for the awards over the period in which the condition is assessed regardless of whether the market condition is ultimately achieved. The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria between the established target and maximum levels. RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in thousands):

Vesting Date	Expected to Vest		Not Expected to Vest		Total
January 1, 2024		165		-		165
January 1, 2025		168		-		168
January 1, 2026		221		-		221

Phantom Stock Units

Phantom stock unit activity as of September 30, 2023 and changes during the nine fiscal months then ended are presented below (number of phantom stock units in thousands):

	Number of units			Grant-date Fair Value per Unit
Outstanding:
January 1, 2023		226
Granted		5			$	21.48
Dividend equivalents issued		2
Redeemed for common stock*		(113	)
Outstanding at September 30, 2023		120

* The number of phantom stock units redeemed for common stock includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.