The grant date fair value of restricted share units and performance share units is based on the market value of Fabrinet's ordinary shares on the date of grant.


	Years Ended
(in thousands)	June 28, 2024		June 30, 2023		June 24, 2022
Share-based compensation expense by type of award:
Restricted share units	$	16,839	$	16,979	$	15,150
Performance share units	11,535		11,148		12,898
Total share-based compensation expense	28,374		28,127		28,048
Tax effect on share-based compensation expense	—		—		—
Net effect on share-based compensation expense	$	28,374	$	28,127	$	28,048


	Years Ended
(in thousands)	June 28, 2024		June 30, 2023		June 24, 2022
Cost of revenue	$	7,203	$	6,664	$	5,967
Selling, general and administrative expense	21,171		20,939		22,081
Restructuring and other related costs	—		524		—
Total share-based compensation expense	$	28,374	$	28,127	$	28,048

The Company did not capitalize any share-based compensation expense as part of any asset costs during the years ended June 28, 2024, June 30, 2023 and June 24, 2022.

On December 12, 2019, the Company’s shareholders approved Fabrinet’s 2020 Equity Incentive Plan (the “2020 Plan”). Upon the approval of the 2020 Plan, Fabrinet’s Amended and Restated 2010 Performance Incentive Plan (the “2010 Plan”) was simultaneously terminated. The 2020 Plan provides for the grant of equity awards thereunder with respect to (i) 1,700,000 ordinary shares, plus (ii) up to 1,300,000 ordinary shares that, as of immediately prior to the termination of the 2010 Plan, had been reserved but not issued pursuant to any awards granted under the 2010 Plan and are not subject to any awards thereunder. Upon termination of the 2010 Plan, 1,281,619 ordinary shares were reserved for issuance under the 2020 Plan pursuant to clause (ii) of the preceding sentence.

As of June 28, 2024, there were 306,660 restricted share units outstanding, 171,078 performance share units outstanding and 1,746,068 ordinary shares available for future grant under the 2020 Plan.

On November 2, 2017, the Company adopted the 2017 Inducement Equity Incentive Plan (the “2017 Inducement Plan”) with a reserve of 160,000 ordinary shares authorized for future issuance solely for the granting of inducement share options and equity awards to new employees. The 2017 Inducement Plan was adopted without shareholder approval in reliance on the “employment inducement exemption” provided under the New York Stock Exchange Listed Company Manual.

The following table summarizes the number of equity awards outstanding and ordinary shares available for grant under each of the Equity Incentive Plans as of June 28, 2024:


(share units)	Restricted Share Units outstanding	Performance Share Units outstanding	Ordinary Shares available for future grant
2020 Plan	306,660	171,078	1,746,068

2017 Inducement Plan	—	—	111,347
Total	306,660	171,078	1,857,415

Restricted share units granted to employees generally vest in equal installments over three or four years on each anniversary of the vesting commencement date. Restricted share units granted to non-employee directors generally cliff vest 100% on the first of January, approximately one year from the grant date, provided the director continues to serve through such date.

Performance share units granted to executives will vest, if at all, at the end of a two-year performance period based on the Company’s achievement of pre-defined performance criteria, which consist of revenue and non-GAAP operating margin targets. The actual number of performance share units that may vest at the end of the performance period ranges from 0% to 100% of the award grant.


	Number of Shares	Weighted- Average Grant Date Fair Value Per Share
Balance as of June 25, 2021	641,875	$	55.74
Granted	186,633	$	101.25
Vested	(323,326)	$	52.20
Forfeited	(45,556)	$	71.53
Balance as of June 24, 2022	459,626	$	75.14
Granted	165,378	$	117.35
Vested	(233,607)	$	67.85
Forfeited	(22,632)	$	94.69
Balance as of June 30, 2023	368,765	$	97.49
Granted	126,934	$	165.54
Vested	(171,304)	$	88.69
Forfeited	(17,735)	$	124.52
Balance as of June 28, 2024	306,660	$	129.01
Expected to vest as of June 28, 2024	274,066	$	129.26


	Number of Shares	Weighted- Average Grant Date Fair Value Per Share
Balance as of June 25, 2021	427,028	$	57.82
Granted	110,832	$	101.05
Vested	(190,213)	48.65
Forfeited	(61,765)	$	53.38
Balance as of June 24, 2022	285,882	$	81.64
Granted	97,142	$	117.35
Vested	(179,008)	$	70.05
Forfeited	—	$	—
Balance as of June 30, 2023	204,016	$	108.81
Granted	73,936	$	158.91
Vested	(106,874)	101.05
Forfeited	—	$	—
Balance as of June 28, 2024	171,078	$	135.31
Expected to vest as of June 28, 2024	171,078	$	135.31

The total fair value of restricted share units and performance share units vested during the years ended June 28, 2024, June 30, 2023 and June 24, 2022 was $26.0 million, $28.4 million and $24.2 million, respectively. The aggregate intrinsic value of restricted share units and performance share units outstanding as of June 28, 2024 was $116.9 million.

As of June 28, 2024, there was $13.4 million and $6.8 million of unrecognized share-based compensation expense related to restricted share units and performance share units, respectively, under the Equity Incentive Plans that is expected to be recorded over a weighted-average period of 2.5 years and 1.0 year, respectively.

For the years ended June 28, 2024 and June 30, 2023, the Company withheld an aggregate of 104,892 shares and 177,139 shares, respectively, upon the vesting of restricted share units and performance shares units, based upon the closing share price on the vesting date to settle employee tax withholding obligations. For the years ended June 28, 2024 and June 30, 2023, the Company then remitted cash of $13.2 million and $18.2 million, respectively, to the appropriate taxing authorities, and presented it as a financing activity within the consolidated statements of cash flows. The payment was recorded as a reduction of additional paid-in capital.