At December 31, 2024, the Company had two equity incentive plans under which awards are made, which include the Gentex Corporation 2019 Omnibus Incentive Plan ("2019 Omnibus Plan"), and an employee stock purchase plan. Those plans and any material amendments thereto have previously been approved by shareholders.

The 2019 Omnibus Plan provides for the potential awards to: i) employees; and ii) non-employee directors of the Company or its subsidiaries, which potential awards may be stock options, both incentive stock options and non-qualified stock options, appreciation rights, restricted stock, restricted stock units, performance share awards and performance units, and other awards that are stock-based, cash-based or a combination of both. The 2019 Omnibus Plan replaced the Company's Employee Stock Option Plan, Second Restricted Stock Plan, and Amended and Restated Non-Employee Director Stock Option Plan (the "Prior Plans"), which were also approved by shareholders. Any existing awards previously granted under the Prior Plans remain outstanding in accordance with their terms and are governed by the Prior Plans as applicable.

The 2019 Omnibus Plan covers 45,000,000 shares of common stock. The purpose of the 2019 Omnibus Plan is to attract and retain employees, officers, and directors of the Company and its subsidiaries and to motivate and provide such persons incentives and rewards for performance. As of December 31, 2024, 30,663,754 shares (net of shares from canceled/expired options) have been issued under the 2019 Omnibus Plan, which includes stock options (at a set conversion rate), restricted shares, and performance share awards.


	Shares Granted	Conversion Rate	Total Shares Under 2019 Omnibus Plan
Non-Qualified Stock Options	5,044,379	1.00	5,044,379
Restricted Stock	5,290,546	4.06	21,479,617
Performance Shares	1,019,645	4.06	4,139,758
Total	11,354,570		30,663,754

The Company has granted options on 5,044,379 shares (net of shares from canceled/expired options) under the 2019 Omnibus Plan and 12,674,639 shares (net of shares from canceled/expired options) under the prior plan (prior to its replacement) through December 31, 2024. Under each of such plans, the option exercise price equals the stock’s market price on date of grant. The options vest after one to five years, and expire after five to ten years.


	2024			2023			2022
Dividend yield (1)	1.6		%	1.7		%	1.8		%
Expected volatility (2)	28.0		%	28.8		%	28.8		%
Risk-free interest rate (3)	4.1		%	4.0		%	3.4		%
Expected term of options (in years) (4)	4.1			4.2			4.2
Weighted-average grant-date fair value	$	7.98		$	7.66		$	6.42

(2) Amount is determined based on analysis of historical price volatility of the Company's common stock. The expected volatility is based on the daily percentage change in the price of the stock over a period equal to the expected term of the option grant.

(4) Represents the period of time that options granted are expected to be outstanding. Based on analysis of historical option exercise activity, the Company has determined that all employee groups exhibit similar exercise and post-vesting termination behavior.

As of December 31, 2024, there was $5,022,501 of unrecognized compensation cost related to stock option awards which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 1.32 years. Stock option expense for the years ended December 31, 2024, 2023 and 2022 was $5,070,620, $6,095,854, and $6,302,581 respectively.


	2024
	Shares (000)	Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year	4,387	$	29
Granted	292	32
Exercised	(784)	27			$	5,714
Forfeited	(157)	29
Outstanding at End of Year	3,738	30		2.4 years	$	4,784
Exercisable at End of Year	2,104	$	29	1.8 years	$	3,625


	2023
	Shares (000)	Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year	4,872	$	28
Granted	768	30
Exercised	(1,023)	31			$	7,847
Forfeited	(230)	29
Outstanding at End of Year	4,387	29		2.9 years	$	17,491
Exercisable at End of Year	1,942	$	29	2.3 years	$	8,916


	2022
	Shares (000)	Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year	4,535	$	27
Granted	1,219	27
Exercised	(530)	21			$	4,065
Forfeited	(352)	28
Outstanding at End of Year	4,872	28		3.1 years	$	8,928
Exercisable at End of Year	1,960	$	26	2.4 years	$	5,864


	2024			2023			2022
	Shares (000)	Wtd. Avg Grant Date Fair Value		Shares (000)	Wtd. Avg Grant Date Fair Value		Shares (000)	Wtd. Avg Grant Date Fair Value
Nonvested Stock Options at Beginning of Year	2,445	$	7	2,913	$	6	3,156	$	5
Granted	293	8		768	8		1,219	6
Vested	(1,013)	6		(1,056)	6		(1,153)	4
Forfeited	(91)	7		(180)	6		(309)	6
Nonvested Stock Options at End of Year	1,634	$	7	2,445	$	7	2,913	$	6

Restricted shares awarded under either that plan or the 2019 Omnibus Plan entitle the shareholder to all rights of common stock ownership, except that the shares may not be sold, transferred, pledged, exchanged or otherwise disposed of during the restriction period. The restriction period is determined by a committee, appointed by the Board of Directors, but may not exceed ten years. The Company has issued 5,290,546 shares under the 2019 Omnibus Plan and 5,630,019 shares under the prior plan (prior to its replacement) as of December 31, 2024, and has 3,174,624 shares outstanding under such plans.


	2024		2023		2022
Vesting Period(1)	Shares Granted	Market Price at Grant Date	Shares Granted	Market Price at Grant Date	Shares Granted	Market Price at Grant Date
1 Year	154,023	28.73 - 36.12	142,314	28.03 - 32.66	119,849	23.84 - 29.89
2 Year	127,778	28.73 - 36.12	104,562	28.03 - 32.66	82,538	23.84 - 29.17
3 Years	360,782	28.73 - 36.12	302,569	28.03 - 32.66	261,493	23.84 - 30.85
4 Years	303,563	28.73 - 36.12	265,719	28.03 - 32.66	260,149	23.84 - 29.17
5 Years	213,720	28.73 - 36.12	184,900	28.03 - 32.66	225,060	23.84 - 29.17
	1,159,866	$28.73 - 36.12	1,000,064	$28.03 - 32.66	949,089	$23.84 - 30.85
(1) Each of these awards cliff vest after the restriction period with no additional restrictions.

As of December 31, 2024, there was unearned stock-based compensation of $53,315,524 associated with these restricted stock grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable restriction periods. Compensation expense related to restricted stock for the years ended December 31, 2024, 2023, and 2022 was $25,819,690, $24,809,834, and $21,773,179 respectively.

Performance shares awarded under the 2019 Omnibus Plan are considered performance condition awards as attainment is based on the Company's performance relative to pre-established metrics. The fair value of such performance share awards was determined using the Company's closing stock price on the date of grant. The expected attainment of the metrics for these awards is then analyzed each reporting period, and the related expense is adjusted based on expected attainment, if the then expected attainment differs from previous expectations. The cumulative effect on current and prior periods of a change in expected attainment is recognized in the period of change. As of December 31, 2024, the Company had unearned stock-based compensation of $11,767,729 associated with these performance share grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable performance periods. Compensation expense related to performance share grants for the years ended December 31, 2024, 2023, and 2022 was $5,884,030, $5,882,458, and $1,246,369, respectively.

As part of its objective of attracting and retaining management to fulfill the Company's strategic goals, the Compensation Committee recommended and the Board approved on February 16, 2023, a retention grant of performance share awards ("PSAs"). In addition to the retention of management, the PSAs have been granted to further align management goals with those of the Company's shareholders. For that reason, the PSAs have been granted with performance criteria and will be based upon achievement of the Company's relative total shareholder return ("TSR") over a four year period (2023-2026), against a predetermined peer group. The grant date fair value of PSAs with TSR targets was determined using a Monte Carlo simulation. Compensation expense related to these retention grants for the years ended December 31, 2024 and 2023 was $1,800,429 and $1,526,983, respectively.

Prior to July 1, 2022, the Company had in place an employee stock purchase plan covering 2,000,000 shares of common stock, which was approved by shareholders including amendments thereto. In May 2022, the 2022 Gentex Corporation Employee Stock Purchase Plan covering 2,000,000 shares of common stock was approved by shareholders, replacing the above referenced prior plan effective July 1, 2022. Under such plans, the Company sold or sells shares at 85% of the stock’s market price at the date of purchase. In accordance with ASC 718, the 15% discounted value is recognized as compensation expense.

Compensation expense related to the employee stock purchase plans for the years ended December 31, 2024, 2023, and 2022 was $964,594, $882,294, and $906,478, respectively. The following table summarizes shares sold to employees under the 2022 and prior plan in the years ended December 31, 2024, 2023, and 2022: