Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock Plans The Company’s stock-based awards that result in compensation expense consist of stock options, restricted stock units ("RSUs"), and performance restricted stock units ("PRSUs"). In May 2023, the shareholders of the Company approved the Cognex Corporation 2023 Stock Option and Incentive Plan (the “2023 Plan”). The 2023 Plan permits awards of stock options (both incentive and non-qualified options), stock appreciation rights, RSUs, and PRSUs. Up to 8,100,000 shares of common stock (subject to adjustment in the event of stock splits and other similar events) may be issued pursuant to awards granted under the 2023 Plan. In connection with the approval of the 2023 Plan, no further awards will be made under the Cognex Corporation 2001 General Stock Option Plan, as amended and restated (the “2001 Plan”), and the Cognex Corporation 2007 Stock Option and Incentive Plan, as amended and restated (the “2007 Plan”). With the approval of the 2023 Plan, the 10,610,800 shares of common stock subject to awards granted under the 2001 Plan and the 2007 Plan that were outstanding as of May 3, 2023 may become eligible for issuance under the 2023 Plan if such awards are forfeited, cancelled or otherwise terminated (other than by exercise) (the “Carryover Shares”). As of July 2, 2023, forfeits, cancellations, and other terminations from the 2001 Plan and the 2007 Plan have resulted in 147,585 Carryover Shares, raising the authorized total shares that may be issued under the 2023 Plan to 8,247,585 . As of July 2, 2023, the Company had 8,183,000 shares available for grant under its stock plans. Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four three three Stock Options The following table summarizes the Company’s stock option activity for the six-month period ended July 2, 2023: Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 8,467 $ 51.56 Granted 1,266 47.28 Exercised (299) 33.87 Forfeited or expired (515) 58.22 Outstanding as of July 2, 2023 8,919 $ 51.16 6.31 $ 70,411 Exercisable as of July 2, 2023 5,213 $ 47.62 4.90 $ 52,631 Options vested or expected to vest as of July 2, 2023 (1) 8,416 $ 50.95 6.17 $ 67,670 (1) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest are calculated by applying an estimated forfeiture rate to the unvested options. The fair values of stock options granted in each period presented were estimated using the following weighted-average assumptions: Three-months Ended Six-months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Risk-free rate 3.5 % 1.9 % 3.9 % 1.9 % Expected dividend yield 0.56 % 0.53 % 0.59 % 0.40 % Expected volatility 39 % 37 % 39 % 37 % Expected term (in years) 5.9 6.1 4.9 5.2 Risk-free rate The risk-free rate was based upon a treasury instrument whose term was consistent with the contractual term of the option. Expected dividend yield Generally, the current dividend yield is calculated by annualizing the cash dividend declared by the Company’s Board of Directors and dividing that result by the closing stock price on the grant date. Expected volatility The expected volatility was based upon a combination of historical volatility of the Company’s common stock over the contractual term of the option and implied volatility for traded options of the Company’s stock. Expected term The expected term was derived from the binomial lattice model from the impact of events that trigger exercises over time. The weighted-average grant-date fair values of stock options granted during the three-month and six-month periods ended July 2, 2023 were $20.09 and $17.86, respectively, and during the three-month and six-month periods ended July 3, 2022 were $18.21 and $22.33, respectively. The total intrinsic values of stock options exercised for the three-month and six-month periods ended July 2, 2023 were $2,123,000 and $5,562,000, respectively, and for the three-month and six-month periods ended July 3, 2022 were $934,000 and $3,099,000, respectively. The total fair values of stock options vested for the three-month and six-month periods ended July 2, 2023 were $892,000 and $32,073,000, respectively, and for the three-month and six-month periods ended July 3, 2022 were $1,188,000 and $26,723,000, respectively. Restricted Stock Units (RSUs) The following table summarizes the Company's RSUs activity for the six-month period ended July 2, 2023: Shares Weighted-Average Nonvested as of December 31, 2022 1,269 $ 61.74 Granted 663 46.86 Vested (482) 59.40 Forfeited or expired (65) 61.52 Nonvested as of July 2, 2023 1,385 $ 55.44 The fair value of RSUs is determined based on the observable market price of the Company's stock on the grant date less the present value of expected future dividends. The weighted-average grant-date fair values of RSUs granted during the three-month and six-month periods ended July 2, 2023 were $52.53 and $46.86, respectively, and during the three-month and six-month periods ended July 3, 2022 were $45.25 and $63.37, respectively. There were 29,000 and 482,000 RSUs that vested during the three-month and six-month periods ended July 2, 2023, respectively, and 20,000 and 74,000 that vested during the three-month and six-month periods ended July 3, 2022, respectively. Performance Restricted Stock Units (PRSUs) The following table summarizes the Company's PRSUs activity for the six-month period ended July 2, 2023: Shares Weighted-Average Nonvested as of December 31, 2022 33 $ 62.49 Granted 46 44.86 Vested — — Forfeited or expired — — Nonvested as of July 2, 2023 79 $ 52.23 The fair value of PRSUs is calculated using the Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant. There were 0 and 46,000 PRSUs granted during the three-month and six-month periods ended July 2, 2023, respectively, and 0 and 33,000 PRSUs granted during the three-month and six-month periods ended July 3, 2022, respectively. No PRSUs vested during the three-month and six-month periods ended July 2, 2023 and July 3, 2022. Stock-Based Compensation Expense The Company stratifies its employee population into three groups: one consisting of the CEO, one consisting of senior management, and another consisting of all other employees. The Company currently applies an estimated annual forfeiture rate of 0% to all stock-based awards for the CEO, 8% to all stock-based awards for senior management, and a rate of 13% for all other employees. Each year during the first quarter, the Company revises its forfeiture rate based on updated estimates of employee turnover. This resulted in a decrease to compensation expense of $234,000 in 2023 and an increase to compensation expense of $1,536,000 in 2022. As of July 2, 2023, total unrecognized compensation expense, net of estimated forfeitures, related to non-vested equity awards, including stock options, RSUs, and PRSUs, was $76,162,000, which is expected to be recognized over a weighted-average period of 2.2 years. The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended July 2, 2023 were $12,574,000 and $1,892,000, respectively, and for the six-month period ended July 2, 2023 were $29,153,000 and $4,200,000, respectively. The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended July 3, 2022 were $12,997,000 and $2,044,000, respectively, and for the six-month period ended July 3, 2022 were $28,053,000 and $4,363,000, respectively. No compensation expense was capitalized as of July 2, 2023 or December 31, 2022. The following table presents the stock-based compensation expense by caption for each period presented on the Consolidated Statements of Operations (in thousands): Three-months Ended Six-months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cost of revenue $ 441 $ 482 $ 1,062 $ 1,045 Research, development, and engineering 3,308 3,851 9,198 8,299 Selling, general, and administrative 8,825 8,664 18,893 18,709 $ 12,574 $ 12,997 $ 29,153 $ 28,053 |