Stock-Based Compensation and Shareholders’ Equity

12 Months Ended

Nov. 02, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation and Shareholders’ Equity

Stock-Based Compensation and Shareholders’ Equity

Equity Compensation Plans

The Company grants, or has granted, stock options and other stock and stock-based awards under the Company’s 2020 Equity Incentive Plan (2020 Plan), which was approved by shareholders in March 2020. The 2020 Plan provides for the issuance of up to 21.2 million shares of the Company’s common stock, which includes shares that remained available or became available under the Company’s previous equity compensation plans, including the Amended and Restated 2006 Stock

Incentive Plan and the Amended and Restated 2010 Equity Incentive Plan. The 2020 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. Employees, officers, directors, consultants and advisors of the Company and its subsidiaries are eligible to be granted awards under the 2020 Plan. No award may be made under the 2020 Plan after March 11, 2030, but awards previously granted may extend beyond that date. The Company does not intend to grant further equity awards under any previous legacy equity compensation plans. Additionally, in connection with the Acquisition, the Company assumed the Maxim 1996 Stock Incentive Plan (1996 Plan), which expired by its terms in July 2024. As of November 2, 2024, a total of 13.5 million shares of the Company’s common stock were available for future issuance under the 2020 Plan.

Modification of Awards

The Company has, from time to time, modified the terms of its equity awards to employees and directors. The modifications made to the Company’s equity awards in fiscal 2024, fiscal 2023 and fiscal 2022 did not result in significant incremental compensation costs, either individually or in the aggregate.

Employee Stock Purchase Plan

The Company offers an ESPP to eligible employees, providing the opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions. Offering periods begin in June and December each year. U.S. employees are allowed to purchase the Company’s common stock at the lesser of 85% of the fair market value of the common stock at either the beginning or end of the offering period. Eligible employees outside of the U.S. are allowed to purchase the Company’s common stock at the lesser of 80% of the fair market value of the common stock at either the beginning or end of the offering period. As of November 2, 2024, a total of 4.1 million shares of the Company’s common stock were available for future grant under the ESPP.

Stock-Based Compensation Expense

The amount of stock-based compensation expense recognized during a period is based on the value of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock-based award. Based on an analysis of its historical forfeitures, the Company has applied an annual forfeiture rate of 5.0% to all unvested stock-based awards as of November 2, 2024. This analysis will be re-evaluated annually and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those awards that vest.

Total stock-based compensation expense recognized is as follows:

	2024		2023		2022
Cost of sales	$	31,233	$	36,703	$	36,773
Research and development	109,011		116,354		121,298
Selling, marketing, general and administrative	114,638		143,789		133,900
Special charges, net	7,828		2,977		31,516
Total stock-based compensation expense	$	262,710	$	299,823	$	323,487

As of November 2, 2024 and October 28, 2023, the Company capitalized $10.4 million and $12.9 million, respectively, of stock-based compensation in inventory.

Stock-Based Compensation Activity

A summary of the stock option activity as of November 2, 2024 and changes during the fiscal year then ended is presented below:

	Options Outstanding (in thousands)	Weighted- Average Exercise Price Per Share	Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding at October 28, 2023	2,367	$96.33
Options exercised	(699)	$73.36
Options forfeited	(29)	$106.33
Options outstanding at November 2, 2024	1,639	$105.95	4.2	$195,951
Options exercisable at November 2, 2024	1,293	$95.65	3.7	$167,918
Options vested or expected to vest at November 2, 2024 (1)	1,639	$105.94	4.2	$195,911

_______________________________________

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

The total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) during fiscal 2024, fiscal 2023 and fiscal 2022 was $93.9 million, $95.0 million and $56.2 million, respectively.

A summary of the Company’s restricted stock unit and award activity as of November 2, 2024 and changes during the fiscal year then ended is presented below:

	Restricted Stock Units/Awards Outstanding (in thousands)	Weighted- Average Grant- Date Fair Value Per Share
Restricted stock units/awards outstanding at October 28, 2023	5,047	$162.20
Units/Awards granted	1,876	$206.92
Restrictions lapsed	(2,053)	$145.25
Forfeited	(389)	$169.82
Restricted stock units/awards outstanding at November 2, 2024	4,481	$186.81

As of November 2, 2024, there was $607.8 million of total unrecognized compensation cost related to unvested stock-based awards comprised of stock options, restricted stock awards and restricted stock unit awards. That cost is expected to be recognized over a weighted-average period of 1.5 years. The total grant-date fair value of awards that vested during fiscal 2024, fiscal 2023 and fiscal 2022 was approximately $309.0 million, $298.2 million and $283.0 million, respectively.

Common Stock Repurchases

In fiscal 2021, the Company entered into accelerated share repurchase agreements (ASR) with third-party financial institutions, paid $2.5 billion and received an initial delivery of 12.3 million shares of common stock, which represented approximately 80% of the notional amount of the ASR. As of October 30, 2021, the Company recorded the remaining 20%, or $500.0 million, within Prepaid expenses and other current assets on the Consolidated Balance Sheets, which was utilized during the first quarter of fiscal 2022. During the first quarter of fiscal 2022, the ASR was completed and an additional 2.1 million shares of common stock were received by the Company as final settlement of the ASR. In total, the Company repurchased 14.4 million shares of common stock under the ASR at an average price per share of $173.77.

The Company’s share repurchase program has been in place since August 2004. In the aggregate, the Board of Directors has authorized the Company to repurchase $16.7 billion of the Company’s common stock under the program, which includes the $8.5 billion authorization approved by the Board of Directors on August 25, 2021. The Company may repurchase outstanding shares of its common stock from time to time in the open market and through privately negotiated transactions. Unless terminated earlier by resolution of the Company’s Board of Directors, the repurchase program will expire when the Company has repurchased all shares authorized under the program. As of November 2, 2024, the Company had repurchased a total of approximately 207.7 million shares of its common stock for approximately $15.0 billion under this program. An additional $1.7 billion remains available for repurchase of shares under the current authorized program. The repurchased shares are held as authorized but unissued shares of common stock.

The Company also, from time to time, repurchases shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options. The withholding amount is based on the employee’s minimum statutory withholding requirement.

Preferred Stock

The Company has 471,934 authorized shares of $1.00 par value preferred stock, none of which is issued or outstanding. The Board of Directors is authorized to fix designations, relative rights, preferences and limitations on the preferred stock at the time of issuance.