Stockholders' Equity

12 Months Ended

Sep. 30, 2020

Stockholders' Equity

Stockholders' Equity

NOTE 14—STOCKHOLDERS’ EQUITY

Long-Term Equity Incentive Plan

Under our long-term equity incentive plan, we have provided participants with three general categories of grant awards: (a) RSUs with time-based vesting, (b) RSUs with performance-based vesting, and (c) RSUs with performance and market-based vesting.

Each RSU with time-based vesting or performance-based vesting represents a contingent right to receive one share of our common stock. Each RSU with performance and market-based vesting represents a contingent right to receive up to 1.25 shares of our common stock. Dividend equivalent rights accrue with respect to the RSUs as dividends are paid on shares of our common stock and vest proportionately with the RSUs to which they relate. Vested shares are delivered to the recipient following each vesting date.

Time-based RSUs granted prior to fiscal 2020 generally vest in four equal installments on each of the four October 1 dates following the grant date, subject to the recipient’s continued service with the Company through such vesting date. Time-based RSUs granted in fiscal 2020 generally vest in three equal installments on each of the three October 1 dates following the grant date, subject to the recipient’s continued service with the Company through such vesting date.

The performance-based RSUs granted to participants vest over three-year performance periods based on our achievement of certain revenue growth targets, earnings growth targets and return on equity targets established by the Compensation Committee of our Board of Directors (the “Compensation Committee”) over the performance periods, subject to the

recipient’s continued service with the Company through the end of the respective performance periods. The level at which we perform against scalable targets over the performance periods will determine the percentage of the RSUs that will ultimately vest.

In fiscal 2019 and fiscal 2020, the Compensation Committee granted RSUs which contained both performance- and market-based vesting criteria. For these RSUs, the relative total stock return (“TSR”) for shares of our common stock as compared to the Russell 2000 Index (the “Index”) over the performance period will result in a multiplier for the number of RSUs that will vest. If the TSR performance exceeds the performance of the Index based on a scale established by the Compensation Committee, the multiplier will result in up to an additional 25% of RSUs vesting at the end of the performance period. If the TSR performance is below the performance of the Index based on a scale established by the Compensation Committee, the multiplier would result in a reduction of up to 25% of these RSUs vesting at the end of the performance period. For the performance- and market-based RSUs granted in fiscal 2020, if our absolute TSR is negative for the three-year performance period, the TSR multiplier shall not exceed 100%, regardless of the performance relative to the Index.

During fiscal 2019, the Compensation Committee amended the Company’s long-term equity incentive plan to accelerate the service requirement for retirement age participants. Under the amended plan, participants who are 60 years of age, and have achieved 10 years of continuous service, are eligible for accelerated vesting of their RSUs. Participants who have reached the retirement age criteria must generally provide us with a one-year notice of retirement. For participants who have reached the retirement age criteria, expense is recognized over the adjusted service period.

In September 2020, the Compensation Committee modified the revenue and earnings growth targets of the performance and market based RSUs granted to participants during fiscal 2020 to include acquired businesses in the baseline performance target. As a result, the grant date fair value of these RSUs were revalued as of the date of the approved modification in September 2020.

The grant date fair value of each RSU with time-based vesting or performance-based vesting is the fair market value of one share of our common stock at the grant date.

The grant date fair value of each RSU with performance and market-based vesting was calculated using a Monte Carlo simulation valuation method. Under this method, the prices of the Index and shares of our common stock were simulated through the end of the performance period. The correlation matrix between shares of our common stock and the Index as well as the corresponding return volatilities were developed based upon an analysis of historical data. The following tables include the assumptions used for the valuation of the RSUs with performance and market-based vesting that were granted during fiscal 2019 and fiscal 2020:

	RSUs granted during fiscal 2020
Valuation Date	September 17, 2020
Grant date fair value per RSU	$41.13
Performance period begins	October 1, 2019
Performance period ends	September 30, 2022
Risk-free interest rate	0.1%
Expected volatility	52%
	RSUs granted during fiscal 2019
Valuation Date	November 21, 2018	April 1, 2019
Grant date fair value per RSU	$67.40	$59.29
Performance period begins	October 1, 2018	October 1, 2018
Performance period ends	September 30, 2021	September 30, 2021
Risk-free interest rate	2.8%	2.8%
Expected volatility	34%	34%

At September 30, 2020, the total number of unvested RSUs that are ultimately expected to vest, after consideration of expected forfeitures and estimated vesting of performance-based RSUs, is 494,004 RSUs with time-based vesting, 110,216 RSUs with performance-based vesting, and 213,196 RSUs with performance and market-based vesting.

The following table summarizes our RSU activity:

	Unvested RSUs with Time-Based Vesting
		Weighted Average
	Number of Shares	Grant-Date Fair Value per Share
Unvested at September 30, 2018	366,460	$	52.31
Granted	239,874		63.25
Vested	(145,409)		50.76
Forfeited	(38,831)		54.67
Unvested at September 30, 2019	422,094	$	58.84
Granted	394,271		57.42
Vested	(173,689)		55.93
Forfeited	(88,253)		60.11
Unvested at September 30, 2020	554,423	$	58.54

	Unvested RSUs with Performance-Based Vesting
		Weighted Average
	Number of Shares	Grant-Date Fair Value per Share
Unvested at September 30, 2018	635,628	$	50.11
Granted	—		—
Vested	—		—
Forfeited	(320,366)		44.63
Unvested at September 30, 2019	315,262	$	55.67
Granted	—		—
Vested	—		—
Forfeited	(177,492)		47.57
Unvested at September 30, 2020	137,770	$	61.40

	Unvested RSUs with Performance- and Market-Based Vesting
		Weighted Average
	Number of Shares	Grant-Date Fair Value per Share
Unvested at September 30, 2018	—	$	—
Granted	237,616		66.79
Vested	—		—
Forfeited	(10,214)		67.40
Unvested at September 30, 2019	227,402	$	66.77
Granted	346,826		41.13
Vested	—		—
Forfeited	(102,732)		50.03
Unvested at September 30, 2020	471,496	$	51.56

As of September 30, 2020, approximately 1,535,139 shares remained available for future grants under our long-term equity incentive plan. On October 1, 2020, 337,032 time-based and performance-based RSUs vested.

We recorded non-cash compensation expense related to stock-based awards as follows (in thousands):

	Years Ended September 30,
	2020		2019		2018
Cost of sales	$	2,837	$	1,766	$	1,096
Selling, general and administrative		19,391		13,722		6,419
Restructuring costs		500		—		—
	$	22,728	$	15,488	$	7,515

As of September 30, 2020, there was $37.7 million of unrecognized compensation expense related to unvested RSUs. Based upon the expected forfeitures and the expected vesting of performance-based RSUs, the aggregate fair value of RSUs expected to ultimately vest is $48.9 million, which is expected to be recognized over a weighted-average period of 1.5 years and includes the RSUs that vested on October 1, 2020.

We estimate forfeitures at the time of grant and revise those estimates in subsequent periods on a cumulative basis in the period the estimated forfeiture rate changes for all stock-based awards when significant events occur. We consider our historical experience with employee turnover as the basis to arrive at our estimated forfeiture rate. The forfeiture rate was estimated to be 12.5% per year in each fiscal 2018, 2019 and 2020. To the extent the actual forfeiture rate is different from what we have estimated, compensation expense related to these awards will be different from our expectations.

Shareholder Rights Plan

On September 20, 2020, our Board of Directors adopted a shareholder rights plan (Rights Agreement) and declared a dividend of one preferred stock purchase right (Right) for each outstanding share of our common stock to shareholders of

record on October 1, 2020. When exercisable, each Right will entitle the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, without par value (Preferred Shares), of the Company at a price of $315.00 per one one-thousandth of a Preferred Share, subject to certain anti-dilution adjustments. The Rights become exercisable in the event any person or group acquires or obtains the right to acquire 15% (or 20% in the case of certain institutional investors who report their holdings on Schedule 13G) or more of our common stock without the approval of the Board, and until such time are inseparable from and trade with the Company's common stock. The Rights have a de minimus fair value. The Rights expire September 19, 2021.