Stock-Based Compensation | 13. STOCK-BASED COMPENSATION On April 12, 2021, the Company’s stockholders approved the 2021 Omnibus Equity Incentive Plan (the “2021 Omnibus Equity Plan”), which became effective on April 22, 2021. The 2021 Omnibus Equity Plan provides for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other stock-based and cash-based awards. The maximum grant date fair value of cash and equity awards that may be awarded to a non-employee director under the 2021 Omnibus Equity Plan during any one fiscal year, together with any cash fees paid to such non-employee director during such fiscal year, is $750,000. On May 2, 2023, at the 2023 annual meeting of stockholders of the Company, the stockholders approved the first amendment (the “First Amendment”) to the 2021 Omnibus Equity Plan, which was previously approved by the Board of Directors of the Company. The First Amendment became effective upon stockholder approval, and included an increase by 8,000,000 shares of the share pool, i.e. the maximum number of shares of the Company’s common stock that may be issued pursuant to awards granted under the 2021 Omnibus Equity Plan. Except as amended by the First Amendment, the other terms of the 2021 Omnibus Equity Plan remain in full force and effect. Subsequent to the First Amendment, the maximum aggregate number of shares reserved for issuance under the 2021 Omnibus Equity Plan is 21,170,212 shares. The following table summarizes the Company’s stock-based compensation expense (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023 Cost of sales $ — $ 143 $ — $ (57) Selling, general, and administrative 1,844 2,211 5,187 14,944 $ 1,844 $ 2,354 $ 5,187 $ 14,887 As of September 28, 2024, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $11.6 million, which is expected to be recognized over a weighted-average period of 2.0 years. Restricted Stock Awards The following table represents the Company’s restricted stock awards activity during the three fiscal quarters ended September 28, 2024: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2024 42,886 $ 19.00 Granted — — Vested (21,443) 19.00 Forfeited — — Outstanding at September 28, 2024 21,443 $ 19.00 Restricted Stock Units The following table represents the Company’s restricted stock units activity during the three fiscal quarters ended September 28, 2024: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2024 2,235,479 $ 3.60 Granted 2,987,677 2.96 Vested (614,477) 3.67 Forfeited (220,876) 3.59 Outstanding at September 28, 2024 4,387,803 $ 3.16 Stock Options The following table represents the Company’s stock options activity during the three fiscal quarters ended September 28, 2024: Weighted- Weighted- Average Average Exercise Price Remaining Aggregate Shares per Share Contract Term Intrinsic Value (in years) (in thousands) Outstanding at January 1, 2024 1,554,294 $ 15.43 Granted — — Exercised — — Forfeited (61,384) 16.74 Expired (95,626) 17.76 Outstanding at September 28, 2024 1,397,284 $ 15.22 7.15 $ 137,809 Vested and expected to vest at September 28, 2024 1,397,284 $ 15.22 7.15 $ 137,809 Options exercisable at September 28, 2024 817,183 $ 15.79 7.00 $ 62,885 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock Stock Appreciation Rights During the fiscal quarter ended April 1, 2023, as a portion of the annual equity award grants to the Company’s executive officers, the Compensation Committee of the Board of Directors approved stock appreciation rights for an aggregate of 790,181 shares of the Company’s common stock, with a strike price of $3.24 per share. At the time of such approval, the Company did not have enough shares of the Company’s common stock in the share pool under the 2021 Omnibus Equity Plan to support such grant. As of April 1, 2023, the contingent grant of stock appreciation rights remained subject to stockholder approval of the First Amendment. On May 2, 2023, following stockholder approval of the First Amendment, the foregoing stock appreciation right awards became effective without condition. The following table represents the Company’s stock appreciation rights activity during the three fiscal quarters ended September 28, 2024: Weighted- Weighted- Average Average Exercise Price Remaining Aggregate Shares per Share Contract Term Intrinsic Value (in years) (in thousands) Outstanding at January 1, 2024 755,802 $ 3.16 Granted — — Exercised — — Forfeited (49,342) 3.24 Outstanding at September 28, 2024 706,460 $ 3.15 8.63 $ 2,533,254 Vested and expected to vest at September 28, 2024 706,460 $ 3.15 8.63 $ 2,533,254 Stock appreciation rights exercisable at September 28, 2024 161,893 $ 3.24 8.59 $ 566,626 The aggregate intrinsic value of stock appreciation rights is calculated as the difference between the strike price of the stock appreciation rights and the fair value of the Company’s common stock for those stock appreciation rights that had strike prices lower than the fair value of the Company’s common stock. Performance Stock Units During the three fiscal quarters ended September 28, 2024, the Compensation Committee of the Board of Directors approved the grant of performance stock units (“PSUs”) as a portion of the annual equity award to the Company’s executive officers. The PSUs will be earned at 0% to 200% of the target PSUs (with 100% of PSUs being earned at target performance, and linear interpolation between threshold and target and maximum performance) based on the Company’s achievement of Adjusted EBITDA, as defined in the award agreement, over a one The following table represents the Company’s PSU activity during the three fiscal quarters ended September 28, 2024: Weighted- Average Grant Date Shares Fair Value Outstanding at January 1, 2024 — $ — Granted 443,100 2.91 Adjustment for expected performance achievement (1) — — Forfeited — — Outstanding at September 28, 2024 (2) 443,100 $ 2.91 (1) (2) |