Benefit Plans

12 Months Ended

Sep. 28, 2024

Share-based Compensation Plans: During fiscal 2024, the Company’s shareholders approved the Plexus Corp. 2024 Omnibus Incentive Plan (the “2024 Plan”). The 2024 Plan is a stock and cash-based incentive plan, and includes provisions by which the Company may grant executive officers, employees and directors stock options, stock appreciation rights ("SARs"), restricted stock (including restricted stock units ("RSUs"), performance stock awards (including performance stock units ("PSUs"), other stock awards and cash incentive awards. Similar awards were offered under its predecessor, the Plexus Corp. 2016 Omnibus Incentive Plan (the "2016 Plan"), which is no longer being used for grants of new awards; however, outstanding awards granted under the 2016 Plan and its predecessors continue until vesting, exercise, forfeiture or expiration.

The maximum number of shares of Plexus common stock that may be issued pursuant to the 2024 Plan is 0.8 million shares. The Compensation and Leadership Development Committee (the "Committee") of the Board of Directors may establish a term and vesting period for awards under the 2024 Plan as well as accelerate the vesting of such awards. RSUs granted to executive officers, other officers and key employees generally vest on the 3 year anniversary of the grant date (assuming continued employment), which is also the date as of which the underlying shares will be issued.

PSUs are payable in shares of the Company's common stock and have a performance period of three years. For PSUs, approximately 50% vest based on the relative total shareholder return ("TSR") of the Company's common stock as compared to the companies in the S&P 400 Index for grants issued. The remaining approximately 50% of PSUs vest based upon a three-point annual average of the Company's absolute economic return, a performance condition, with grants being subject to an individual year minimum and maximum absolute economic return. For PSUs based on TSR, the vesting and payout of awards will range between 0% and 150% of shares granted. For PSUs based on absolute economic return, the vesting and payout of awards will range between 0% and 200% of shares granted. Payout at target, 100% of the shares granted, will occur if the TSR of Plexus stock is at the 50th percentile of companies in the S&P 400 Index during the performance period and if a 2.5% average economic return is achieved over the performance period of three years. The Company uses the Monte Carlo valuation model to value performance stock units with market conditions and the share price on the date of the grant for performance stock units that vest based on non-market-based performance conditions. The number of shares that may be issued pursuant to PSUs ranges from zero to 0.5 million and is dependent upon the Company's TSR and economic return performance over the applicable performance periods. The Committee also grants RSUs to non-employee directors, which generally fully vest on the first anniversary of the grant date, which is also the date the underlying shares are issued (unless further deferred).

The Company recognizes stock-based compensation expense, reduced for estimated forfeitures, primarily in selling and administrative expenses on the Consolidated Statement of Comprehensive Income. The Company recognized $30.3 million, $21.3 million and $23.3 million of compensation expense associated with share-based awards in fiscal 2024, 2023 and 2022, respectively. Included in the $30.3 million of total stock-based compensation expense for the year ended September 28, 2024, was $5.1 million related to modifications of awards from executive retirement agreements. The award modifications were the result of accelerated vesting of previously unvested awards upon their retirements.

A summary of the Company’s PSU and RSU activity follows:


	Number of Shares (in thousands)	Weighted Average Fair Value at Date of Grant		Aggregate Intrinsic Value (in thousands)
Units outstanding as of October 2, 2021	861	$	72.38
Granted	328	75.39
Canceled	(35)	76.68
Vested	(356)	58.76
Units outstanding as of October 1, 2022	798	$	79.57
Granted	371	91.73
Canceled	(28)	83.97
Vested	(339)	80.85
Units outstanding as of September 30, 2023	802	$	84.50
Granted	367	92.29
Canceled	(14)	88.86
Vested	(302)	81.84
Units outstanding as of September 28, 2024	853	$	88.72	$	116,445

The Company uses the fair value at the date of grant to value RSUs. As of September 28, 2024, there was $24.3 million of unrecognized compensation expense related to RSUs that is expected to be recognized over a weighted average period of 1.4 years.

The Company recognizes share-based compensation expense over the vesting period of PSUs. During the fiscal year ended September 28, 2024, the 0.1 million PSUs granted in fiscal 2021 vested at a 116% payout based upon the TSR performance achieved during the performance period and 153% payout based upon economic return performance achieved during the performance period. There were 0.1 million PSUs granted during each of fiscal years 2024, 2023 and 2022.

As of September 28, 2024, at the target achievement level, there was $8.7 million of unrecognized compensation expense related to PSUs that is expected to be recognized over a weighted average period of 1.8 years.

401(k) Savings Plan: The Company’s 401(k) Retirement Plan covers all eligible U.S. employees. The Company matches employee contributions up to 4.0% of eligible earnings. The Company’s contributions for fiscal 2024, 2023 and 2022 totaled $9.6 million, $9.8 million and $9.3 million, respectively.

Supplemental Executive Retirement Plan (Deferred Compensation Arrangement): The Company maintains a supplemental executive retirement plan (the "SERP") as a deferred compensation plan for executive officers. Under the SERP, a covered executive may elect to defer some or all of the participant’s compensation into the plan, and the Company may credit the participant’s account with a discretionary employer contribution. Participants are entitled to payment of deferred amounts and any related earnings upon termination or retirement from Plexus.

The SERP allows investment of deferred compensation into individual accounts and, within these accounts, into one or more designated investments. Investment choices do not include Plexus stock. During fiscal 2024, 2023 and 2022, the Company made contributions to the participants’ SERP accounts in the amount of $1.0 million, $0.9 million and $0.8 million, respectively.

As of September 28, 2024 and September 30, 2023, the SERP assets held in the trust totaled $15.4 million and $12.4 million, respectively, and the related liability to the participants totaled approximately $15.4 million and $12.4 million, respectively. As of September 28, 2024 and September 30, 2023, the SERP assets held in the trust were recorded at fair value on a recurring basis, and were classified as Level 2 in the fair value hierarchy discussed in Note 1, "Description of Business and Significant Accounting Policies."

The trust assets are subject to the claims of the Company’s creditors. The trust assets and the related liabilities to the participants are included in non-current "Other assets" and non-current "Other liabilities," respectively, in the accompanying Consolidated Balance Sheets.