Share-based compensation | Share-based compensation Share-based compensation The grant date fair value of restricted share units and performance share units is based on the market value of Fabrinet's ordinary shares on the date of grant. The effect of recording share-based compensation expense for the three months ended September 27, 2024 and September 29, 2023 was as follows: Three Months Ended (in thousands) September 27, September 29, Share-based compensation expense by type of award: Restricted share units $ 5,713 $ 4,879 Performance share units 2,969 2,854 Total share-based compensation expense 8,682 7,733 Tax effect on share-based compensation expense — — Net effect on share-based compensation expense $ 8,682 $ 7,733 Share-based compensation expense was recorded in the unaudited condensed consolidated statements of operations and comprehensive income as follows: Three Months Ended (in thousands) September 27, September 29, Cost of revenue $ 2,898 $ 2,165 Selling, general and administrative expense 5,784 5,568 Total share-based compensation expense $ 8,682 $ 7,733 The Company did not capitalize any share-based compensation expense as part of any asset costs during the three months ended September 27, 2024 and September 29, 2023. Share-based award activity On December 12, 2019, the Company’s shareholders approved Fabrinet’s 2020 Equity Incentive Plan (the “2020 Plan”). Upon the approval of the 2020 Plan, Fabrinet’s Amended and Restated 2010 Performance Incentive Plan (the “2010 Plan”) was simultaneously terminated. The 2020 Plan provides for the grant of equity awards thereunder with respect to (i) 1,700,000 ordinary shares, plus (ii) up to 1,300,000 ordinary shares that, as of immediately prior to the termination of the 2010 Plan, had been reserved but not issued pursuant to any awards granted under the 2010 Plan and are not subject to any awards thereunder. Upon termination of the 2010 Plan, 1,281,619 ordinary shares were reserved for issuance under the 2020 Plan pursuant to clause (ii) of the preceding sentence. On November 2, 2017, the Company adopted the 2017 Inducement Equity Incentive Plan (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 employees. The 2017 Inducement Plan was adopted without shareholder approval in reliance on the “employment inducement exemption” provided under the New York Stock Exchange Listed Company Manual. The 2020 Plan, 2010 Plan and 2017 Inducement Plan are collectively referred to as the “Equity Incentive Plans.” The following table summarizes the number of equity awards outstanding and ordinary shares available for grant under each of the Equity Incentive Plans as of September 27, 2024: (share units) Restricted Share Units outstanding Performance Share Units outstanding Ordinary Shares available for future grant 2020 Plan 280,753 120,916 1,607,040 2017 Inducement Plan — — 111,347 Total 280,753 120,916 1,718,387 Restricted share units and performance share units Restricted share units and performance share units have been granted under the Equity Incentive Plans. Restricted share units granted to employees generally vest in equal installments over three 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 and non-GAAP operating margin targets. The actual number of performance share units that may vest at the end of the performance period ranges from 0% to 100% of the award grant. The following table summarizes restricted share unit activity under the Equity Incentive Plans: Number Weighted- Balance as of June 28, 2024 306,660 $ 129.01 Granted 92,048 $ 261.84 Vested (113,262) $ 112.98 Forfeited (4,693) $ 138.88 Balance as of September 27, 2024 280,753 $ 178.86 Number Weighted- Balance as of June 30, 2023 368,765 $ 97.49 Granted 95,393 $ 158.91 Vested (139,438) $ 85.02 Forfeited (4,709) $ 108.19 Balance as of September 29, 2023 320,011 $ 121.07 The following table summarizes performance share unit activity under the Equity Incentive Plans: Number Weighted- Balance as of June 28, 2024 171,078 $ 135.31 Granted 46,980 $ 261.84 Vested (97,142) $ 117.35 Forfeited — $ — Balance as of September 27, 2024 120,916 $ 198.90 Number Weighted- Balance as of June 30, 2023 204,016 $ 108.81 Granted 73,936 $ 158.91 Vested (106,874) 101.05 Forfeited — $ — Balance as of September 29, 2023 171,078 $ 135.31 As of September 27, 2024, there was $29.5 million and $16.2 million of unrecognized share-based compensation expense related to restricted share units and performance share units, respectively, under the Equity Incentive Plans that is expected to be recorded over a weighted-average period of 3.0 and 1.5 years, respectively. For the three months ended September 27, 2024 and September 29, 2023, the Company withheld an aggregate of 88,007 shares and 99,518 shares, respectively, upon the vesting of restricted share units and performance shares units, based upon the closing share price on the vesting date to settle employee tax withholding obligations. For the three months ended September 27, 2024 and September 29, 2023, the Company then remitted cash of $20.2 million and $12.1 million, respectively, to the appropriate taxing authorities and presented it as a financing activity within the unaudited condensed consolidated statements of cash flows. The payment was recorded as a reduction of additional paid-in capital. |