In May 2021, the Company’s shareholders approved a special resolution to amend the Company’s articles to authorize up to 7.0 million preferred shares for future issuance. The Company’s Board of Directors is authorized to designate and issue one or more series of preferred shares, fix the rights, preferences and designation, as deemed necessary or advisable, relating to the preferred shares, provided that no shares of any series may be entitled to more than one vote per share. As of April 1, 2022, no preferred shares had been issued and outstanding.

In October 2018, the Company’s Board of Directors approved a share repurchase plan (the “2018 Repurchase Plan”), authorizing the repurchase of $25.0 million worth of the Company’s common shares. In February 2020, the Company’s Board of Directors approved a new share repurchase plan (the “2020 Repurchase Plan”), authorizing the repurchase of an additional $50.0 million worth of the Company’s common shares. As of April 1, 2022, the Company had $59.5 million available for future share repurchases under these share repurchase plans.

The table below summarizes share-based compensation expense recorded in the consolidated statements of operations (in thousands):

	Three Months Ended
	April 1,		April 2,
	2022		2021
Selling, general and administrative	$	5,201	$	4,929
Research and development and engineering		700		727
Cost of revenue		873		988
Total share-based compensation expense	$	6,774	$	6,644

Share-based compensation expense reported in selling, general and administrative expenses included expenses related to restricted stock units and deferred stock units granted to the members of the Company’s Board of Directors of $1.0 million and $1.1 million during the three months ended April 1, 2022 and April 2, 2021, respectively.

The Company’s restricted stock units (“RSUs”) have generally been issued with vesting periods ranging from zero to five years and vest based solely on service conditions. Accordingly, the Company recognizes compensation expense on a straight-line basis

over the requisite service period. The Company reduces the compensation expense by an estimated forfeiture rate which is based on anticipated forfeitures and historical forfeiture experience.

Deferred stock units (“DSUs”) are granted to the members of the Company’s Board of Directors. Compensation expense associated with the DSUs is recognized in full on the date of grant, as the DSUs are fully vested and non-forfeitable upon grant. There were 90 thousand and 91 thousand DSUs outstanding as of April 1, 2022 and December 31, 2021, respectively. Outstanding DSUs are included in the calculation of weighted average basic shares outstanding for the respective periods.

The table below summarizes activities relating to RSUs and DSUs issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan during the three months ended April 1, 2022:

	Shares (In thousands)			Weighted Average Grant Date Fair Value
Unvested at December 31, 2021		292		$	115.42
Granted		81		$	139.46
Vested		(95	)	$	108.01
Forfeited		(1	)	$	127.39
Unvested at April 1, 2022		277		$	124.92
Expected to vest as of April 1, 2022		254

The total fair value of RSUs and DSUs that vested during the three months ended April 1, 2022 was $12.9 million based on the market price of the underlying shares on the date of vesting.

The Company typically grants two types of performance-based stock awards, EPS-PSUs and TSR-PSUs, to certain members of the executive management team on an annual basis. Both types of performance-based restricted stock units generally cliff vest on the first day following the end of the three-year performance period.

The number of common shares to be issued upon settlement following vesting of the EPS-PSUs is determined based on the Company’s cumulative non-GAAP EPS over a three-year performance period against the performance targets established by the Company’s Board of Directors at the time of grant and will be in the range of zero to 200% of the target number of shares. The Company recognizes compensation expense ratably over the performance period based on the number of shares that are deemed probable of vesting at the end of the three-year performance cycle. This probability assessment is performed quarterly and the cumulative effect of a change in the estimated compensation expense, if any, is recognized in the consolidated statement of operations in the period in which such determination is made.

The number of common shares to be issued upon settlement following vesting of the TSR-PSUs is determined based on the relative market performance of the Company’s common shares compared to the Russell 2000 Index over a three-year performance period using a payout formula established by the Company’s Board of Directors at the time of grant and will be in the range of zero to 200% of the target number of shares. The Company recognizes the related compensation expense based on the fair value of the TSR-PSUs, determined using the Monte Carlo valuation method as of the grant date, on a straight-line basis from the grant date to the end of the three-year performance period. Compensation expense will not be affected by the number of TSR-PSUs that will actually vest at the end of the three-year performance period.

In January 2022, the Company granted ATI-PSUs to ATI employees. The number of common shares to be issued upon settlement following vesting is determined based on a performance matrix for a four-year performance period against certain performance targets and will be in the range of zero to 100% of the target number of shares. The Company recognizes compensation expense ratably over the performance period based on the number of shares that are deemed probable of vesting at the end of the four-year performance cycle. This probability assessment is performed quarterly and the cumulative effect of a change in the estimated compensation expense, if any, is recognized in the consolidated statements of operations in the period in which such determination is made.

The table below summarizes the activities relating to the performance-based awards issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan during the three months ended April 1, 2022:

	Shares (In thousands)			Weighted Average Grant Date Fair Value
Unvested at December 31, 2021		162		$	122.26
Granted		102		$	158.59
Vested		(41	)	$	108.58
Forfeited		(1	)	$	173.77
Unvested at April 1, 2022		222		$	144.25
Expected to vest as of April 1, 2022		213

The unvested PSUs are shown at target in the table above. As of April 1, 2022, the maximum number of common shares to be earned under these PSU grants was approximately 350 thousand shares.

The total fair value of PSUs that vested during the three months ended April 1, 2022 was $7.2 million based on the market price of the underlying common shares on the date of vesting.

The fair value of the TSR-PSUs at the date of grant was estimated using the Monte Carlo valuation method with the following assumptions:

	Three Months Ended April 1, 2022
Grant-date stock price	$	135.86
Expected volatility		40.70	%
Risk-free interest rate		1.69	%
Expected annual dividend yield		—
Fair value	$	141.52

In February 2022, the Company granted 40 thousand stock options to certain members of the executive management team to purchase common shares of the Company at a strike price equal to the closing market price of the Company’s common shares on the date of grant. The stock options vest ratably over a three-year period from the date of grant and expire on the seventh anniversary of the date of grant. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The Company recognizes compensation expense related to the stock options on a straight-line basis over the vesting period in the consolidated statement of operations.

The table below summarizes activities relating to stock options issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan during the three months ended April 1, 2022:



	Shares (In thousands)		Weighted Average Exercise Price
Outstanding as of December 31, 2021		60	$	14.13
Granted		40	$	135.86
Exercised		—	$	—
Forfeited or expired		—	$	—
Outstanding as of April 1, 2022		100	$	62.77
Exercisable as of April 1, 2022		60
Expected to vest as of April 1, 2022		40

The aggregate Black-Scholes fair value of $1.9 million for the stock options granted during the three months ended April 1, 2022 was estimated using the following assumptions as of the grant date:

	Three Months Ended April 1, 2022
Expected option term in year ⁽¹⁾		4.5
Expected volatility ⁽²⁾		39.3	%
Risk-free interest rate ⁽³⁾		1.83	%
Expected annual dividend yield ⁽⁴⁾		—