Stock-Based Compensation Expense

9 Months Ended

Oct. 01, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation Expense

Stock-Based Compensation Expense

Stock Plans

The Company’s stock-based awards that result in compensation expense consist of stock options, restricted stock units ("RSUs"), and performance restricted stock units ("PRSUs"). In May 2023, the shareholders of the Company approved the Cognex Corporation 2023 Stock Option and Incentive Plan (the “2023 Plan”). The 2023 Plan permits awards of stock options (both incentive and non-qualified options), stock appreciation rights, RSUs, and PRSUs. Up to 8,100,000 shares of common stock (subject to adjustment in the event of stock splits and other similar events) may be issued pursuant to awards granted under the 2023 Plan. In connection with the approval of the 2023 Plan, no further awards will be made under the Cognex Corporation 2001 General Stock Option Plan, as amended and restated (the “2001 Plan”), and the Cognex Corporation 2007 Stock Option and Incentive Plan, as amended and restated (the “2007 Plan”). With the approval of the 2023 Plan, the 10,610,800 shares of common stock subject to awards granted under the 2001 Plan and the 2007 Plan that were outstanding as of May 3, 2023 may become eligible for issuance under the 2023 Plan if such awards are forfeited, cancelled or otherwise terminated (other than by exercise) (the “Carryover Shares”). As of October 1, 2023, forfeits, cancellations, and other terminations from the 2001 Plan and the 2007 Plan have resulted in 214,024 Carryover Shares, raising the authorized total shares that may be issued under the 2023 Plan to 8,314,024.

As of October 1, 2023, the Company had 8,035,000 shares available for grant under its stock plans. Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four or five years based upon continuous service and expire ten years from the grant date. RSUs generally vest upon three or four years of continuous employment or incrementally over such three or four-year periods. PRSUs generally vest upon three years of continuous employment and achievement of performance criteria established by the Compensation Committee of our Board of Directors on or prior to the grant date. Participants are not entitled to dividends on stock options, RSUs, or PRSUs.

Stock Options

The following table summarizes the Company’s stock option activity for the nine-month period ended October 1, 2023:

	Shares (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2022	8,467	$	51.56
Granted	1,395	47.49
Exercised	(325)	33.87
Forfeited or expired	(562)	57.71
Outstanding as of October 1, 2023	8,975	$	51.19	6.13	$	17,396
Exercisable as of October 1, 2023	5,182	$	47.67	4.67	$	17,378
Options vested or expected to vest as of October 1, 2023 (1)	8,493	$	51.01	5.98	$	17,396

 (1) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest are calculated by applying an estimated forfeiture rate to the unvested options.

The fair values of stock options granted in each period presented were estimated using the following weighted-average assumptions:

	Three-months Ended				Nine-months Ended
	October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Risk-free rate	4.1	%	2.7	%	4.0	%	2.1	%
Expected dividend yield	0.57	%	0.54	%	0.59	%	0.44	%
Expected volatility	39	%	37	%	39	%	37	%
Expected term (in years)	5.9		6.4		4.9		5.5

Risk-free rate

The risk-free rate was based upon a treasury instrument whose term was consistent with the contractual term of the option.

Expected dividend yield

Generally, the current dividend yield is calculated by annualizing the cash dividend declared by the Company’s Board of Directors and dividing that result by the closing stock price on the grant date. 

Expected volatility

The expected volatility was based upon a combination of historical volatility of the Company’s common stock over the contractual term of the option and implied volatility for traded options of the Company’s stock.

Expected term

The expected term was derived from the binomial lattice model from the impact of events that trigger exercises over time.

The weighted-average grant-date fair values of stock options granted during the three-month and nine-month periods ended October 1, 2023 were $20.55 and $18.11, respectively, and during the three-month and nine-month periods ended October 2, 2022 were $18.81 and $21.40, respectively.

The total intrinsic values of stock options exercised for the three-month and nine-month periods ended October 1, 2023 were $557,000 and $6,119,000, respectively, and for the three-month and nine-month periods ended

October 2, 2022 were $516,000 and $3,615,000, respectively. The total fair values of stock options vested for the three-month and nine-month periods ended October 1, 2023 were $962,000 and $33,035,000, respectively, and for the three-month and nine-month periods ended October 2, 2022 were $1,159,000 and $27,882,000, respectively.

Restricted Stock Units (RSUs)

The following table summarizes the Company's RSUs activity for the nine-month period ended October 1, 2023:

	Shares (in thousands)	Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2022	1,269	$	61.74
Granted	748	46.78
Vested	(500)	59.43
Forfeited or expired	(86)	60.65
Nonvested as of October 1, 2023	1,431	$	54.79

The fair value of RSUs is determined based on the observable market price of the Company's stock on the grant date less the present value of expected future dividends. The weighted-average grant-date fair values of RSUs granted during the three-month and nine-month periods ended October 1, 2023 were $46.17 and $46.78, respectively, and during the three-month and nine-month periods ended October 2, 2022 were $47.12 and $58.44, respectively. There were 18,000 and 500,000 RSUs that vested during the three-month and nine-month periods ended October 1, 2023, respectively, and 67,000 and 141,000 that vested during the three-month and nine-month periods ended October 2, 2022, respectively.

Performance Restricted Stock Units (PRSUs)

The following table summarizes the Company's PRSUs activity for the nine-month period ended October 1, 2023:

	Shares (in thousands)	Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2022	33	$	62.49
Granted	46	44.86
Vested	—	—
Forfeited or expired	—	—
Nonvested as of October 1, 2023	79	$	52.23

The fair value of PRSUs is calculated using the Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant. There were no PRSUs granted during the three-month periods ended October 1, 2023 and October 2, 2022. There were 46,000 and 33,000 PRSUs granted during the nine-month periods ended October 1, 2023 and October 2, 2022, respectively. No PRSUs vested during the three-month and nine-month periods ended October 1, 2023 and October 2, 2022.

Stock-Based Compensation Expense

The Company stratifies its employee population into three groups: one consisting of the CEO, one consisting of senior management, and another consisting of all other employees. The Company currently applies an estimated annual forfeiture rate of 0% to all stock-based awards for the CEO, 8% to all stock-based awards for senior management, and a rate of 13% for all other employees. Each year during the first quarter, the Company revises its forfeiture rate based on updated estimates of employee turnover. This resulted in a decrease to compensation expense of $234,000 in 2023 and an increase to compensation expense of $1,536,000 in 2022.

As of October 1, 2023, total unrecognized compensation expense, net of estimated forfeitures, related to non-vested equity awards, including stock options, RSUs, and PRSUs, was $68,509,000, which is expected to be recognized over a weighted-average period of 2.0 years.

The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended October 1, 2023 were $12,365,000 and $1,971,000, respectively, and for the nine-month period ended October 1, 2023 were $41,518,000 and $6,053,000, respectively. The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended October 2, 2022 were $13,366,000 and $2,133,000, respectively, and for the nine-month period ended October 2, 2022 were $41,419,000 and $6,496,000, respectively. No compensation expense was capitalized as of October 1, 2023 or December 31, 2022.

The following table presents the stock-based compensation expense by caption for each period presented on the Consolidated Statements of Operations (in thousands):

	Three-months Ended				Nine-months Ended
	October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Cost of revenue	$	435	$	468	$	1,497	$	1,513
Research, development, and engineering	3,459		4,209		12,657		12,508
Selling, general, and administrative	8,471		8,689		27,364		27,398
	$	12,365	$	13,366	$	41,518	$	41,419