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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2022

Share-based Payment Arrangement [Abstract]

6. STOCK-BASED COMPENSATION:

The following table summarizes the stock-based compensation expense recognized in accordance with ASC 718-10 for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2022		2021		2022		2021
Cost of revenues	$	172	$	664	$	727	$	1,935
Research and development		2,334		3,055		7,712		8,605
Sales and marketing		1,267		2,201		4,392		5,540
General and administrative		(755)		3,725		2,879		11,245
Total stock-based compensation expense	$	3,018	$	9,645	$	15,710	$	27,325

Stock-based compensation expense in the three months ended September 30, 2022, was approximately $3.0 million, comprising approximately $6.4 million related to restricted stock unit (RSU) awards, $0.5 million related to the Company’s employee stock purchase plan and a $3.9 million credit to expense related to performance-based (PSU) awards and long-term performance-based (PRSU) awards. Stock-based compensation expense in the nine months ended September 30, 2022, was approximately $15.7 million, comprising approximately $17.3 million related to RSUs, $1.3 million related to the Company’s employee stock purchase plan and a $2.9 million credit to expense related to PSUs and PRSUs.

Stock-based compensation expense in the three months ended September 30, 2021, was approximately $9.6 million, comprising approximately $5.0 million related to RSUs, $4.2 million related to PSUs and PRSUs and $0.4 million related to the Company’s employee stock purchase plan. Stock-based compensation expense in the nine months ended September 30, 2021, was approximately $27.3 million, comprising approximately $15.0 million related to RSUs, $10.9 million related to PSUs and PRSUs and $1.4 million related to the Company’s employee stock purchase plan.

PSU Awards

Under the performance-based awards program, the Company grants awards in the performance year in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The number of shares that are released at the end of the performance year can range from zero to 200% of the target number depending on the Company’s performance. The performance metrics of this program are annual targets consisting of a combination of net revenue, non-GAAP operating income and strategic goals.

As the net revenue, non-GAAP operating income and strategic goals are considered performance conditions, expense associated with these awards, net of estimated forfeitures, is recognized over the service period based on an assessment of the expected achievement of the performance targets. The fair value of these PSUs is determined using the fair value of the Company’s common stock on the date of the grant, reduced by the discounted present value of dividends expected to be declared before the awards vest. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.

In February 2022, it was determined that approximately 104,000 shares subject to the PSUs granted in 2021 vested in aggregate; the shares were released to the Company’s employees and executives in the first quarter of 2022.

A summary of PSUs outstanding as of September 30, 2022 and activity during the nine months ended, is presented below:


				Weighted-Average
		Weighted-Average		Remaining	Aggregate
	Shares	Grant Date Fair		Contractual Term	Intrinsic Value
	(In thousands)	Value Per Share		(In years)	(In thousands)
Outstanding at January 1, 2022	104	$	84.47
Granted	119	$	79.91
Vested	(104)	$	84.47
Forfeited	(3)	$	79.23
Outstanding at September 30, 2022	116	$	79.93	0.25	$	7,478
Outstanding and expected to vest at September 30, 2022	42			0.25	$	2,715

PRSU Awards

The Company’s PRSU program provides for the issuance of PRSUs which will vest based on the Company’s performance measured against the PRSU program’s established performance targets. PRSUs are granted in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The actual number of shares the recipient receives is determined at the end of a three-year performance period based on results achieved versus the Company’s performance goals, and may range from zero to 200% of the target number. The performance goals for PRSUs granted in fiscal 2020, 2021 and 2022 were based on the Company’s compound annual growth rate (“CAGR”) of revenue as measured against the revenue CAGR of the analog semiconductor industry, in each case over the respective three-year performance period. Expense associated with these awards, net of estimated forfeitures, is recorded throughout the year based on an assessment of the expected achievement of the performance targets. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.

In February 2022 it was determined that approximately 135,000 shares subject to the PRSUs granted in 2019 vested in aggregate; the shares were released to the Company’s executives in the first quarter of 2022.

A summary of PRSUs outstanding as of September 30, 2022 and activity during the nine months ended, is presented below:


				Weighted-Average	Aggregate
		Weighted-Average		Remaining	Intrinsic
	Shares	Grant Date Fair		Contractual Term	Value
	(In thousands)	Value Per Share		(In years)	(In thousands)
Outstanding at January 1, 2022	383	$	53.14
Granted	110	$	78.96
Vested	(135)	$	34.09
Forfeited	—		—
Outstanding at September 30, 2022	358	$	68.18	1.15	$	23,050
Outstanding and expected to vest at September 30, 2022	32			0.25	$	2,064

RSU Awards

A summary of RSUs outstanding as of September 30, 2022 and activity during the nine months ended, is presented below:


				Weighted-Average	Aggregate
		Weighted-Average		Remaining	Intrinsic
	Shares	Grant Date Fair		Contractual Term	Value
	(In thousands)	Value Per Share		(In years)	(In thousands)
Outstanding at January 1, 2022	1,144	$	46.81
Granted	511	$	76.10
Vested	(448)	$	42.83
Forfeited	(62)	$	57.91
Outstanding at September 30, 2022	1,145	$	60.83	1.77	$	73,675
Outstanding and expected to vest at September 30, 2022	1,058			1.66	$	68,041