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Share-Based Compensation
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The Amended and Restated Vishay Precision Group, Inc. Stock Incentive Plan (as amended and restated, the “Plan”) permits the issuance of up to 1,000,000 shares of common stock. At December 31, 2021, the Company had reserved 328,418 shares of common stock for future grant of equity awards (restricted stock, unrestricted stock, restricted stock units (“RSUs”), or stock options). If any outstanding awards are forfeited by the holder, the underlying shares would be available for future grants under the Plan.
Restricted Stock Units
Pursuant to the Plan, the Company issued RSUs to board members, executive officers, and certain employees of the Company during 2021. The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. VPG determines compensation cost for RSUs based on the grant-date fair value of the underlying common stock. Compensation cost is recognized over the period that the participant provides service in
exchange for the award. The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met.
On March 4, 2021, and in accordance with their respective employment agreements, VPG’s three current executive officers were granted annual equity awards in the form of RSUs, of which 50% are performance-based. The awards have an aggregate target grant-date fair value of $1.7 million were comprised of 52,486 RSUs. Fifty percent of these awards will vest on January 1, 2024, subject to the executives' continued employment. The performance-based portion of the RSUs will also vest on January 1, 2024, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and net earnings goals, each weighted equally.
On March 8, 2021, certain VPG employees were granted annual equity awards in the form of RSUs, of which 75% are performance-based and certain employees received awards of which 50% are performance based. The awards have an aggregate target grant-date fair value of $0.6 million and were comprised of 17,793 RSUs. The non-performance portion of these awards (twenty-five percent for certain employees and fifty percent for certain employees) will vest on January 1, 2024, subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on January 1, 2024, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.
On May 27, 2021, the Compensation Committee of the Board of Directors approved the issuance of an aggregate of 9,936 RSUs to the independent board members of the Board of Directors and to the non-executive Chairman of the Board of Directors. The awards have an aggregate grant-date fair value of $0.3 million and will vest on the earlier of the 2022 Annual Stockholders meeting or May 27, 2022, subject to the directors' continued service on the Board of Directors.
Vesting of equity awards may be subject to acceleration under certain circumstances.
RSU activity is presented below (number of RSUs in thousands):
Years ended December 31,
202120202019
Number
of
RSUs
Weighted
Average
Grant-date
Fair Value
Number
of
RSUs
Weighted
Average
Grant-date
Fair Value
Number
of
RSUs
Weighted
Average
Grant-date
Fair Value
Outstanding:
Beginning of year205 $28.23 212 $25.97 265 $17.64 
Granted80 33.13 79 24.16 73 35.27 
Vested(77)25.87 (81)19.02 (75)15.27 
Forfeited(10)29.43 (5)15.75 (51)11.49 
End of year198 $31.07 205 $28.23 212 $25.97 
The fair value of the RSUs vested during 2021 is $2.5 million. Included in the 2021, 2020 and 2019 activity are RSU's forfeited as a result of performance objectives not being met. These awards are therefore available for future grants under the Plan.
RSUs with performance-based vesting criteria are expected to vest as follows (number of RSUs in thousands):
Vesting DateExpected to VestNot Expected to VestTotal
January 1, 202216 30 46 
January 1, 202322 22 44 
January 1, 202436 — 36 
Share-Based Compensation Expense
The following table summarizes pre-tax share-based compensation expense recognized (in thousands):
Years ended December 31,
202120202019
Restricted stock units$2,244 $1,387 $1,336 
Share-based compensation expense is recognized ratably over the vesting period of the awards and for RSUs with performance criteria, is recognized for RSU's that are expected to vest and for which performance criteria are expected to be met.
During the fourth quarter of 2021, a net adjustment of $0.5 million increasing share-based compensation expense was recorded, based on the evaluation of performance objectives associated with awards granted in 2019. It was determined that certain objectives, which were deemed not likely to be met in previous years, were met.
During the fourth quarter of 2020, a net adjustment decreasing share-based compensation expense by $0.1 million was recorded, based on the evaluation of performance objectives associated with awards granted in 2018, 2019 and 2020. It was determined that certain objectives were not likely to be fully met, necessitating a reversal of certain compensation expense associated with those awards. This was partially offset by additional share based compensation expense being recorded for certain objectives being fully met, which had been reversed in the prior year.
During 2019, it was determined that certain performance objectives associated with awards granted in 2017, 2018 and 2019 were not likely to be fully met, necessitating a reversal of certain compensation expense associated with those awards. As a net result, adjustments decreasing share based compensation expense totaling $0.8 million were recorded during the year based on anticipated performance levels.
The deferred tax benefit on share-based compensation expense was $0.4 million, $0.0 million, and $0.1 million for the years ended December 31, 2021, 2020, and 2019, respectively.
As of December 31, 2021, the Company had $1.9 million of unrecognized share-based compensation expense related to share-based awards that will be recognized over a weighted-average period of approximately 1.5 years.