Note 9 - Stock-based Compensation

9 Months Ended

Oct. 02, 2021

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

Note 9 - Stock-Based Compensation

Total stock-based compensation expense included in our Consolidated Statements of Operations is presented in the following table:

	Three Months Ended				Nine Months Ended
	October 2,		September 26,		October 2,		September 26,
(In thousands)	2021		2020		2021		2020
Cost of revenue	$	653	$	834	$	2,144	$	2,322
Research and development		3,463		2,633		10,199		7,461
Selling, general, and administrative		6,134		7,021		20,281		20,445
Total stock-based compensation	$	10,250	$	10,488	$	32,624	$	30,228

Market-Based and Performance-Based Stock Compensation

In the first nine months of fiscal 2021, certain awards with a performance condition or market condition granted in prior fiscal years have vested. During the third quarter of fiscal 2021, the market condition for awards granted to certain executives in fiscal years 2019 and 2018 exceeded the 75^th percentile of their total shareholder return ("TSR") condition, and the respective second and third tranches of these awards vested at 250% or 200%, as applicable for the respective executive. During the third quarter of fiscal 2021, the second tranche of 33.3% of the base number of the awards with an EBITDA performance condition vested, as the Company had met the adjusted EBITDA performance criteria on a trailing four-quarter basis for two consecutive trailing four-quarter periods as of the end of the previous quarter. As of October 2, 2021, the Company had met the next adjusted EBITDA performance criteria on a trailing four-quarter basis for two consecutive trailing four-quarter periods, and the third tranche of 33.3% of the base number of the awards with an EBITDA performance condition qualified for vesting. During the first quarter of fiscal 2021, the market condition for awards granted to certain executives in the first quarter of fiscal 2019 exceeded the 75^th percentile of their TSR condition, and the second tranche of these awards vested at 200%.

In the first quarter of fiscal 2021, we granted awards of RSUs with a market condition to certain executives. Under the terms of these grants, the RSUs with a market condition vest and become payable over a three-year period based on the Company’s TSR relative to the Russell 2000 index, which condition is measured for the grants on the third anniversary of the grant date. The awards may vest at 250% or 200%, depending upon the executive, if the 75th percentile of the market condition is achieved, with 100% of the units vesting at the 55th percentile, zero vesting if relative TSR is below the 25th percentile, and vesting scaling for achievement between the 25th and 75th percentile.

During the first quarter of fiscal 2021, we also granted awards of RSUs with a performance condition to certain executives to specifically drive additional executive attention and focus on the Company’s revenue growth priorities. Under the terms of these grants, the RSUs with a performance condition will vest and become payable based on the Company generating specified levels of year-over-year revenue growth, which will be measured annually for one-fourth of the grants after each fiscal year-end through the end of fiscal 2024. Vesting of these awards occurs 13 months after the end of each measurement period and the entire award cannot be fully earned until five years from grant. Vesting of these awards scales for achievement of year-over-year revenue growth compared to certain targets, with maximum vesting up to 200%.

During the first quarter of fiscal 2020, the Board of Directors approved a modification to the market condition measurement periods associated with the unvested portions of certain of the Company’s awards with a market condition that were granted prior to fiscal 2020. The modification extended the duration of the measurement period by adjusting the beginning date of each measurement period to the original grant date, resulting in approximately $1.8 million additional stock compensation expense during the first quarter of fiscal 2020.

For our awards with a market condition or a performance condition, we incurred stock compensation expense of approximately $4.0 million and $5.6 million in the third quarter of fiscal 2021 and 2020, respectively, and of approximately $15.3 million and $16.5 million in the first nine months of fiscal 2021 and 2020, respectively, which is recorded as a component of total stock-based compensation

The following table summarizes the activity for our awards with a market condition or performance condition:

 

(Shares in thousands)	Total
Balance, January 2, 2021		1,021
Granted		607
Effect of vesting multiplier		391
Vested		(744	)
Balance, October 2, 2021		1,275