Stock-Based Compensation

12 Months Ended

Jan. 01, 2022

Stock-Based Compensation

Stock-Based Compensation

16. Stock-Based Compensation

Information in this footnote is inclusive of both continuing and discontinued operations, except as noted.

In fiscal 2009, the stockholders of the Company approved the 2009 Stock Incentive Plan (the “2009 Plan”) and the 2009 Employee Stock Purchase Plan (the “2009 Purchase Plan”). In fiscal 2017 and fiscal 2021, the stockholders of the Company approved amendments to both the 2009 Plan and the 2009 Purchase Plan. The purpose of the amendments was to authorize additional shares of common stock for issuance, to comply with changes in applicable law, to improve the Company’s corporate governance and to implement other best practices.

2009 Stock Incentive Plan

Under the 2009 Plan, the following may be granted: stock options, stock appreciation rights, performance shares, performance stock units, restricted stock units (RSUs), restricted stock awards (RSAs), performance-based awards and other awards (collectively, all such grants are referred to as “awards”). The fiscal 2017 amendments to the 2009 Plan created a single share pool. All awards now deduct one share from the 2009 Plan shares available for issuance for each share granted. Awards granted under the 2009 Plan generally contain vesting provisions ranging from three to four years. The exercise price of stock options offered under the 2009 Plan may not be less than 100% of the fair market value of a share of our common stock on the date of grant. To the extent awards granted under the 2009 Plan terminate, expire or lapse for any reason, or are settled in cash, shares subject to such awards will again be available for grant.

Stock Grants and Modifications

The Company granted to its employees 0.6 million, 0.7 million and 0.7 million shares of full value awards and no stock options from the 2009 Plan during fiscal 2021, 2020 and 2019, respectively.

The Company recorded $7.8 million in selling, general and administrative expense during fiscal 2021 in connection with the modification of certain equity awards. The modifications were pursuant to employee terminations. There were no other significant modifications made to any stock grants during fiscal 2021, 2020 or 2019.

Included in the full value awards granted under the 2009 Plan in fiscal 2021 were 116,809 performance-based stock awards (PSUs). PSUs provide for the rights to acquire a number of shares of common stock for no cash consideration based upon the achievement of specified revenue objectives during the year. The requisite service period for these PSUs is approximately three years from the date of grant. There were no performance stock units (PSUs) granted during fiscal 2020 or 2019.

16. Stock-Based Compensation (Continued)

Included in the full value awards granted under the 2009 Plan in fiscal 2020 and 2019 were a total of 82,000 and 93,000 market-based stock awards, respectively. The awards, also known as market stock units (MSUs), provide the rights to acquire a number of shares of common stock for no cash consideration based upon achievement of specified levels of market conditions. The requisite service period for these MSUs is also the vesting period, which is generally three years. MSUs granted in 2020 and 2019 measure the relative performance of the total stockholders’ return of the Company against that of a selected benchmarked group of companies. There were no MSUs granted in fiscal 2021.

2009 Employee Stock Purchase Plan

The rights to purchase common stock granted under the 2009 Purchase Plan are intended to be treated as either (i) purchase rights granted under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Internal Revenue Code (the “423(b) Plan”), or (ii) purchase rights granted under an employee stock purchase plan that is not subject to the terms and conditions of Section 423(b) of the Internal Revenue Code (the “Non-423(b) Plan”). The Company will retain the discretion to grant purchase rights under either the 423(b) Plan or the Non-423(b) Plan. Eligible employees may purchase a limited number of shares of the Company’s common stock at no less than 85% of the fair market value of a share of common stock at prescribed purchase intervals during an offering period. Each offering period will be comprised of a series of one or more successive and/or overlapping purchase intervals and has a maximum term of 24 months. During fiscal 2021, 2020 and 2019, the Company issued 146,000, 177,000 and 208,000 shares, respectively, under the 2009 Purchase Plan to its employees. The weighted-average fair value for purchase rights granted in fiscal 2021 under the 2009 Purchase Plan was $41.59 per share.

Accounting for Stock-Based Compensation

Stock-based compensation costs are based on the fair values on the date of grant for stock awards and stock options and on the date of enrollment for the employee stock purchase plans. The fair values of stock awards (such as RSUs, PSUs and RSAs) are estimated based on their intrinsic values. The fair values of MSUs are estimated using a Monte Carlo simulation. The fair values of stock options and employee stock purchase plans are estimated using the Black-Scholes option-pricing model.

The Black-Scholes valuation calculation requires the Company to estimate key assumptions such as future stock price volatility, expected terms, risk-free rates and dividend yield. Expected stock price volatility is based upon a combination of both historical volatility and implied volatility derived from traded options on the Company’s stock in the marketplace. Expected term is derived from an analysis of historical exercises and remaining contractual life of options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company has never paid cash dividends and does not currently intend to pay cash dividends, thus it has assumed a 0% dividend yield.

The Monte Carlo simulation used to calculate the fair value of the MSUs simulates the present value of the potential outcomes of future stock prices of the Company and the Philadelphia Semiconductor Sector Total Return Index over the requisite service period. The projection of stock prices are based on the risk-free rate of return, the volatilities of the stock price of the Company and the Index, and the correlation of the stock price of the Company with the Index.

The Company estimates potential forfeitures of stock grants and adjusts compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock-based compensation expense to be recognized in future periods.

The fair values of stock options and RSUs are amortized as compensation expense on a straight-line basis over the vesting period of the grants. The fair values of RSAs are fully expensed in the period of grant when shares are immediately issued with no vesting restrictions. The fair values of MSUs are amortized as compensation expense on a straight-line basis over the performance and service periods of the grants. The fair values of PSUs are amortized as compensation expense on a straight-line basis over the performance period when the performance is probable of achievement, and over the remaining service periods thereafter. Compensation expense recognized is shown in the operating activities section of the Consolidated Statements of Cash Flows.

16. Stock-Based Compensation (Continued)

The fair values estimated from the Black-Scholes option-pricing model for ESPP shares granted were calculated using the following assumptions:

	Year Ended
	January 1,		January 2,		December 28,
Employee Stock Purchase Plan	2022		2021		2019
Expected volatility	42	%	67	%	37	%
Risk-free interest rate %	0.05	%	0.15	%	1.6	%
Expected term (in months)	9		9		9
Dividend yield	—		—		—

The fair values estimated from the Monte Carlo simulation for MSUs were calculated using the following assumptions:

	Year Ended
	January 2,		December 28,
MSUs	2021		2019
Expected volatility	36	%	31	%
Risk-free interest rate %	1.3	%	2.4	%
Expected term (in years)	2.9		2.9
Dividend yield	—		—

A summary of stock-based compensation activity with respect to fiscal 2021 follows:

		Weighted-		Weighted-Average	Aggregate
		Average		Remaining	Intrinsic
	Shares	Exercise		Contractual Term	Value
Stock Options	(000s)	Price		(In Years)	(000s)
Outstanding at January 2, 2021	127	$	39.16	5.11	$	11,232
Outstanding at January 1, 2022	118	$	38.80	4.12	$	19,825
Vested at January 1, 2022 and expected to vest	118	$	38.80	4.12	$	19,825
Exercisable at January 1, 2022	118	$	38.80	4.12	$	19,825

		Weighted-		Weighted-Average	Aggregate
		Average		Remaining	Intrinsic
	Shares	Grant Date		Vesting Term	Value
RSAs and RSUs	(000s)	Fair Value		(In Years)	(000s)
Outstanding at January 2, 2021	1,106	$	97.07
Granted	452	$	135.28
Vested or issued	(502)	$	95.04
Cancelled or forfeited	(225)	$	108.61
Outstanding at January 1, 2022	831	$	115.72	1.11	$	171,476
Outstanding at January 1, 2022 and expected to vest	770	$	115.10	1.11	$	159,028

		Weighted-		Weighted-Average	Aggregate
		Average		Remaining	Intrinsic
	Shares	Grant Date		Vesting Term	Value
PSUs and MSUs	(000s)	Fair Value		(In Years)	(000s)
Outstanding at January 2, 2021	233	$	79.80
Granted	117	$	145.11
Earned or issued	(37)	$	97.19
Cancelled or forfeited	(67)	$	89.45
Outstanding at January 1, 2022	246	$	105.58	1.44	$	50,792
Outstanding at January 1, 2022 and expected to vest	224	$	102.01	1.44	$	46,297

16. Stock-Based Compensation (Continued)

The following summarizes the Company’s weighted average fair value at the date of grant:

	Year Ended
	January 1,		January 2,		December 28,
	2022		2021		2019
Per grant of RSAs and RSUs	$	135.28	$	100.27	$	89.35
Per grant of PSUs and MSUs	$	145.11	$	98.58	$	85.79

The following summarizes the Company’s stock-based payment and stock option values (in thousands):

	Year Ended
	January 1,		January 2,		December 28,
	2022		2021		2019
Intrinsic value of stock options exercised	$	986	$	558	$	—
Intrinsic value of RSUs that vested	$	76,654	$	48,534	$	57,693
Grant date fair value of RSUs that vested	$	47,726	$	37,477	$	40,434
Intrinsic value of PSUs and MSUs that vested	$	5,231	$	8,545	$	3,649
Grant date fair value of PSUs and MSUs that vested	$	3,562	$	6,302	$	1,461

The Company received $14.2 million cash for the issuance of common stock, and paid $22.2 million for shares withheld for taxes, during fiscal 2021. The Company issues shares from the shares reserved under its stock plans upon the exercise of stock options, vesting of RSUs, PSUs and MSUs, and purchases through employee stock purchase plans. The Company does not currently expect to repurchase shares from any source to satisfy such obligation.

The following table presents details of stock-based compensation costs recognized in the Consolidated Statements of Income (in thousands):

	Year Ended
	January 1,		January 2,		December 28,
	2022		2021		2019
Cost of revenues	$	964	$	970	$	790
Research and development		24,986		23,359		19,996
Selling, general and administrative		30,892		25,125		23,548
		56,842		49,454		44,334
Income tax benefit		(954)		(3,694)		(2,584)
Share-based compensation – continuing operations		55,888		45,760		41,750
Share-based compensation – discontinued operations, net		(2,007)		10,715		10,574
Total	$	53,881	$	56,475	$	52,324

The Company had approximately $74.2 million of total unrecognized compensation cost related to equity grants under the 2009 Plan as of January 1, 2022 that is expected to be recognized over a weighted-average period of approximately 2.4 years. There were no significant stock-based compensation costs capitalized into assets in any of the periods presented.

As of January 1, 2022, the Company had reserved shares of common stock for future issuance as follows (in thousands):

2009 Stock Incentive Plan	2,946
2009 Employee Stock Purchase Plan	1,254
Total shares reserved	4,200