Share-Based Compensation

12 Months Ended

Dec. 30, 2022

Share-Based Payment Arrangement, Noncash Expense [Abstract]

We maintain various compensation plans for officers, other employees, and non-employee members of our Board of Directors. On June 2, 2022, our shareholders approved and ratified the 2022 Omnibus Share Incentive Plan (the “2022 Plan”). The 2022 Plan allows us to grant equity-based compensation awards including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, and restricted stock awards (“RSAs”). The 2022 Plan replaces and supersedes the 2014 Omnibus Share Incentive Plan (the “Prior Plan”). Under the 2022 Plan, the Board of Directors is authorized to award up to 2,800,000 ordinary shares plus approximately 220,000 ordinary shares which remained available under the Prior Plan at the time of adoption.

Stock-based compensation expense related to RSUs, PSUs and RSAs is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and is comprised as follows (U.S. dollars in millions):


	Year ended
Types of Awards	December 30, 2022		December 31, 2021		January 1, 2021

RSUs/PSUs	$	6.9	$	7.6	$	7.2
RSAs	—		—		0.3
Total	$	6.9	$	7.6	$	7.5

15. Share-Based Compensation (continued)

Restricted Stock Units and Performance Stock Units

Under the 2022 Plan and Prior Plan, each RSU/PSU represents a contingent right to receive one of our ordinary shares. The PSUs are subject to meeting minimum performance criteria set by the Compensation Committee of our Board of Directors. The actual number of shares the recipient receives is determined based on the results achieved versus performance goals. Those performance goals are based on exceeding a measure of our earnings. Depending on the results achieved, the actual number of shares that an award recipient receives at the end of the period may range from 0% to 100% of the award units granted. Provided such criteria are met, the PSUs granted during 2022 will vest in three equal installments in (1) June and July 2023, (2) March 2024 and (3) March 2025. PSUs granted prior to 2022 will vest in three equal annual installments on each of the next three anniversary dates. All PSU vesting is contingent on the recipient's continued employment with us.

Expense for RSUs is recognized on a straight line basis over the requisite service period for the entire award. RSUs granted in 2022 vest in three equal installments in June 2023, March 2024 and March 2025, with the exception of RSUs granted to our Board of Directors which vest after a one-year period. RSUs granted in 2021 vest annually in three equal installments over a three-year service period while RSUs granted prior to 2021 vested 20% on the grant date, with 20% vesting on each of the next four anniversaries.

The fair market value for RSUs and PSUs is based on the closing price of our stock on the grant date. We recognize expenses related to RSUs and PSUs based on the fair market value, as determined on the grant date, ratably over the vesting period, provided the performance condition, if any, is probable. Forfeitures are recognized as they occur.

RSUs and PSUs do not have the voting rights of ordinary shares, and the shares underlying the RSUs and PSUs are not considered issued and outstanding. However, shares underlying RSUs/PSUs are included in the calculation of diluted earnings per share to the extent the performance criteria are met, if any.

RSUs and PSUs are eligible to earn Dividend Equivalent Units (“DEUs”) equal to the cash dividend paid to ordinary shareholders. DEUs are subject to the same performance and/or service conditions as the underlying RSUs and PSUs and are forfeitable.

15. Share-Based Compensation (continued)

The following table summarizes RSU and PSU activity for the years ended December 30, 2022, December 31, 2021, and January 1, 2021:


	RSUs			PSUs
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value





Non-vested as of December 27, 2019	242,187	$	40.13	119,729	$	36.52
Granted	200,710	29.40		89,543	28.42
Vested	(140,916)	40.19		(63,303)	42.33
Canceled	(25,191)	33.78		(25,930)	31.69

Non-vested as of January 1, 2021	276,790	32.89		120,039	28.42
Granted	333,785	26.25		123,158	26.02
Vested	(129,194)	35.30		(48,191)	28.23
Canceled	(26,148)	27.01		(20,786)	25.14

Non-vested as of December 31, 2021	455,233	27.63		174,220	26.89
Granted	153,944	24.28		152,211	28.92
Vested	(212,464)	28.76		(67,599)	27.38
Canceled	(36,616)	26.14		(43,289)	26.85

Non-vested as of December 30, 2022	360,097	$	25.68	215,543	$	28.18

As of December 30, 2022, the total remaining unrecognized compensation cost related to non-vested RSUs/PSUs is $8.6 million, which will be amortized over the weighted-average remaining requisite service period of 1.5 years.