Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Note 12 – 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 761,000 time-vested restricted stock units to employees pursuant to the 2023 Plan. At December 31, 2023, the Company has reserved 5,250,847 shares of common stock for future grants of equity awards 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.

All RSUs granted pursuant to the 2007 Program and the 2023 Plan contain service vesting conditions. Certain RSUs also contain performance or market vesting conditions. The Company recognizes compensation cost for RSUs that are expected to vest and records cumulative adjustments in the period that the expectation changes.

The following table summarizes share-based compensation expense recognized:

	Years ended December 31,
	2023		2022		2021

Restricted stock units	$	16,425	$	6,323	$	6,396
Phantom stock units		107		222		209
Total	$	16,532	$	6,545	$	6,605

The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at December 31, 2023 (amortization periods in years):

	Unrecognized Compensation Cost		Weighted Average Remaining Amortization Periods

Restricted stock units	$	15,174		1.6
Phantom stock units		-		0.0
Total	$	15,174

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

Each RSU entitles the recipient to receive a share of common stock when the RSU vests.

RSU activity is presented below (number of RSUs in thousands):

	Years ended December 31,
	2023						2022						2021
	Number of RSUs			Weighted Average Grant-date Fair Value			Number of RSUs			Weighted Average Grant-date Fair Value			Number of RSUs			Weighted Average Grant-date Fair Value

Outstanding:
Beginning of year		894			$	19.73		877			$	20.08		793			$	18.90
Granted*		1,180				24.34		336				19.13		319				22.07
Vested**		(342	)			18.86		(306	)			20.04		(235	)			18.79
Cancelled or forfeited		(15	)			24.83		(13	)			20.50		-				-
End of year		1,717			$	23.03		894			$	19.73		877			$	20.08

Expected to vest		1,702						894						877

* 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.

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		157		15		172

*** The performance vesting criteria for the performance-based RSUs with a vesting date of January 1, 2024 were achieved.

In the event of (i) any termination (other than for cause) after attaining retirement age (as defined in the respective executive's employment arrangement), the executive's outstanding RSUs shall immediately vest and the outstanding performance-based RSUs shall vest on their normal vesting date to the extent applicable performance criteria are realized; (ii) a change of control of Vishay in which the executive's RSUs and performance-based RSUs are not assumed or continued, all of such executive’s outstanding RSUs and performance-based RSUs shall immediately vest; (iii) a change of control of Vishay in which the executive's RSUs and performance-based RSUs are assumed or continued, upon termination without cause or good reason the executive's outstanding RSUs and performance-based RSUs. In the event of voluntary termination by the executive prior to attaining retirement age or termination for cause, the executive’s outstanding RSUs and performance-based RSUs will be forfeited.

Phantom Stock Units

Each phantom stock unit entitles the recipient to receive a share of common stock at the individual's termination of employment or any other future date specified in the applicable employment agreement. Phantom stock units participate in dividend distribution on the same basis as the Company's common stock and Class B common stock. Dividend equivalents are issued in the form of additional units of phantom stock. The phantom stock units are fully vested at all times.

The following table summarizes the Company’s phantom stock units activity (number of phantom stock units in thousands):

	Years ended December 31,
	2023						2022					2021
	Number of Phantom Stock Units			Grant-date Fair Value per Unit			Number of Phantom Stock Units		Grant-date Fair Value per Unit			Number of Phantom Stock Units		Grant-date Fair Value per Unit

Outstanding:
Beginning of year		226						212					198
Granted		5			$	21.48		10		$	22.20		10		$	20.89
Dividend equivalents issued		2						4					4
Redeemed for common stock*		(113	)					-					-
End of year		120						226					212

* 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.