Share-based compensation | 13. Share-based compensation Share-based compensation In determining the grant date fair value of share equity awards, the Company is required to make estimates of expected dividends to be issued, expected volatility of Fabrinet’s ordinary shares, expected forfeitures of the awards, risk free interest rates for the expected term of the awards and expected terms of the awards. Forfeitures are estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures differ from those estimates. The grant date fair value of restricted share units and performance share units is based on the market value of our ordinary shares on the date of grant. The effect of recording share-based compensation expense for the three and nine months ended March 29, 2019 and March 30, 2018 was as follows: Three Months Ended Nine Months Ended (amount in thousands) March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018 Share-based compensation expense by type of award: Restricted share units 3,621 3,904 11,650 13,338 Performance share units 803 1,422 1,723 4,366 Total share-based compensation expense 4,424 5,326 13,373 17,704 Tax effect on share-based compensation expense — — — — Net effect on share-based compensation expense $ 4,424 $ 5,326 $ 13,373 $ 17,704 Share-based compensation expense was recorded in the condensed consolidated statements of operations and comprehensive income as follows: Three Months Ended Nine Months Ended March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018 (amount in thousands) Cost of revenue $ 1,237 $ 1,564 $ 4,384 $ 5,277 Selling, general and administrative expense 3,187 3,762 8,989 12,427 Total share-based compensation expense $ 4,424 $ 5,326 $ 13,373 $ 17,704 The Company did not capitalize any share-based compensation expense as part of any asset costs during the three and nine months ended March 29, 2019 and March 30, 2018. Share-based award activity Fabrinet maintains the following equity incentive plans: the Amended and Restated 2010 Performance Incentive Plan (the “2010 Plan”) and the 2017 Inducement Equity Incentive Plan (the “2017 Inducement Plan”). On December 14, 2017, Fabrinet’s shareholders approved an amendment to the 2010 Plan to increase the number of ordinary shares authorized for issuance under the 2010 Plan by 2,100,000 shares. As of March 29, 2019, there were an aggregate of 777,790 restricted share units outstanding and 455,358 performance share units outstanding under the 2010 Plan. As of March 29, 2019, there were 1,882,529 ordinary shares available for future grant under the 2010 Plan. On November 2, 2017, Fabrinet adopted the 2017 Inducement Plan with a reserve of 160,000 ordinary shares authorized for future issuance solely for the granting of inducement share options and equity awards to new key employees. The 2017 Inducement Plan was adopted without shareholder approval in reliance on the “employment inducement exemption” provided under the rules of the New York Stock Exchange. As of March 29, 2019, there were an aggregate of 36,490 restricted share units outstanding and 97,306 performance share units outstanding under the 2017 Inducement Plan. As of March 29, 2019, there were 14,041 ordinary shares available for future grant under the 2017 Inducement Plan. Share options Fabrinet’s board of directors has the authority to determine the type of option and the number of shares subject to an option. Options generally vest and become exercisable over four years and expire, if not exercised, within seven years of the grant date. In the case of a grantee’s first grant, 25 percent of the underlying shares vest 12 months after the vesting commencement date and 1/ 4 3 1 The following summarizes share option activity under the 2010 Plan: Number of Shares Number of Exercisable Options Weighted- Average Exercise Price Weighted- Average Grant Date Fair Value Balance as of June 29, 2018 2,900 2,900 $ 15.16 Granted — — — Exercised — — Forfeited — — Expired (2,900 ) $ 15.16 Balance as of March 29, 2019 — — — Balance as of June 30, 2017 96,688 96,688 $ 15.70 Granted — — — Exercised (62,862 ) $ 15.80 Forfeited — — Expired (1,500 ) $ 25.05 Balance as of March 30, 2018 32,326 32,326 $ 15.05 As of March 29, 2019, there was no unrecognized compensation cost under the 2010 Plan. Restricted share units and performance share units Restricted share units and performance share units have been granted under the 2010 Plan and the 2017 Inducement Plan. Restricted share units granted to employees generally vest in equal installments over three or four years on each anniversary of the vesting commencement date. Restricted share units granted to non-employee directors generally cliff vest 100% on the first of January, approximately one year from the grant date, provided the director continues to serve through such date. Performance share units granted to executives will vest, if at all, at the end of a two-year performance period based on the Company’s achievement of pre-defined performance criteria, which consist of revenue targets and non-U.S. GAAP gross margin targets. The actual number of performance share units that may vest at the end of a performance period ranges from 0% to 100% of the award grant. The following table summarizes restricted share unit activity under the 2010 Plan and the 2017 Inducement Plan: Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance as of June 29, 2018 1,073,580 $ 35.19 Granted 341,748 $ 48.77 Issued (496,854 ) $ 34.08 Forfeited (104,194 ) $ 38.50 Balance as of March 29, 2019 814,280 $ 41.14 Balance as of June 30, 2017 1,058,605 $ 31.59 Granted 474,777 $ 36.04 Issued (337,937 ) $ 28.01 Forfeited (95,981 ) $ 33.52 Balance as of March 30, 2018 1,099,464 $ 34.44 The following table summarizes performance share unit activity under the 2010 Plan and the 2017 Inducement Plan: Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance as of June 29, 2018 605,892 $ 38.41 Granted 201,994 $ 48.02 Issued (227,268 ) $ 40.48 Forfeited (27,954 ) $ 39.35 Balance as of March 29, 2019 552,664 $ 41.02 Balance as of June 30, 2017 227,268 $ 40.48 Granted 378,624 $ 37.16 Issued — — Forfeited — — Balance as of March 30, 2018 605,892 $ 38.41 As of March 29, 2019, there was $14.7 million and $2.6 million of unrecognized share-based compensation expense related to restricted share units and performance share units, respectively, under the 2010 Plan and the 2017 Inducement Plan that is expected to be recorded over a weighted-average period of 2.59 years and 1.41 years, respectively. For the nine months ended March 29, 2019 and March 30, 2018, the Company withheld an aggregate of 231,624 shares and 101,080 shares, respectively, upon the vesting of restricted share units, based upon the closing share price on the vesting date, to settle the employees’ minimum statutory obligation for the applicable income and other employment taxes. For the nine months ended March 29, 2019 and March 30, 2018, the Company then remitted cash of $10.4 million and $4.0 million, respectively, to the appropriate tax authorities, and presented it as a financing activity within the condensed consolidated statements of cash flows. The payment had the effect on shares issued by the Company as it reduced the number of shares that would have been issued on the vesting date and was recorded as a reduction of additional paid-in capital. |