Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.22.0.1
Stock-Based Compensation
12 Months Ended
Jan. 01, 2022
Share-based Payment Arrangement, Noncash Expense [Abstract]  
STOCK-BASED COMPENSATION

13. STOCK-BASED COMPENSATION

Equity Incentive Plan

The Company’s 2019 Equity Incentive Plan (“2019 Plan”) and its predecessor equity plan provide for the grant of shares of restricted stock, restricted share units, stock options, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock, to officers, employees and directors of the Company. As of January 1, 2022, 909,260 shares remained available to be issued through the 2019 Plan.

Restricted Stock and Restricted Stock Units

The Company grants restricted shares of common stock and restricted stock units (“RSUs”) in connection with a long-term incentive plan. Awards with time-based vesting requirements primarily vest ratably over a three-year period. Awards with performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of shares ultimately issued for the performance-based units may vary from 0% to 200% of their target amount based on the achievement of defined performance targets.

Compensation expense recognized for restricted stock and RSUs totaled $5,954, $4,182 and $3,465 for the years ended January 1, 2022, January 2, 2021 and December 28, 2019, respectively.

The following table summarizes restricted stock and RSU activity for the 2021 fiscal year:

 

 

Number of
shares / units
(in thousands)

 

 

Weighted average
grant-date
fair value per share

 

Nonvested balance at January 2, 2021

 

 

239

 

 

$

38.95

 

Granted

 

 

108

 

 

 

57.48

 

Vested

 

 

(79

)

 

 

41.63

 

Forfeited

 

 

(31

)

 

 

45.99

 

Nonvested balance at January 1, 2022 (1)

 

 

237

 

 

$

45.58

 

(1) Includes 96,858 nonvested performance-based RSUs.

The grant date fair value of restricted stock and RSUs granted during the 2021, 2020 and 2019 fiscal years totaled $6,212, $6,843 and $5,079, respectively.

The Company had $6,132 of total unrecognized compensation cost related to the RSU awards as of January 1, 2022. That cost is expected to be recognized over a weighted average period of 1.5 years.

Stock Options

In 2020 and 2021, the Company granted stock options to its officers. As of January 1, 2022, there were 23,063 unvested options and 3,673 vested unexercised options. The exercise prices per share, which range from $35.04 to $55.30, are equal to the market price of Helios stock on the respective grant dates. The options vest ratable over a three-year period and have a 10-year expiration. The grant date fair value of the options was estimated using a Black Scholes valuation model. At January 1, 2022, the Company had $270 of unrecognized compensation cost related to the options which is expected to be recognized over a weighted average period of 1.9 years.

Employee Stock Purchase Plans

The Company maintains an Employee Stock Purchase Plan (“ESPP”) in which U.S. employees are eligible to participate. Employees who choose to participate are granted an opportunity to purchase common stock at 85 percent of market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom (“UK”), under a separate plan, are granted an opportunity to purchase the Company’s common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for each six shares purchased by the employee under the plan. The ESPP authorizes the issuance, and the purchase by employees, of up to 1,096,875 shares of common stock through payroll deductions. No U.S. employee is allowed to buy more than $25 of common stock in any year, based on the market value of the common stock at the beginning of the purchase period, and no UK employee is allowed to buy more than the lesser of £1.5 or 10% of his or her annual salary in any year.

Employees purchased 29,420 shares at a weighted average price of $60.71, and 43,574 shares at a weighted average price of $30.86, under the ESPP and UK Plan during the years ended January 1, 2022 and January 2, 2021, respectively. The Company recognized $659, $431 and $551 of compensation expense during the years ended January 1, 2022, January 2, 2021 and December 28, 2019, respectively. At January 1, 2022, 382,209 shares remained available to be issued through the ESPP and the U.K. plan.

Non-Employee Director Fees Plan

In March 2012, the board of directors adopted the Sun Hydraulics Corporation 2012 Non-Employee Director Fees Plan (the “2012 Directors Plan”), which was approved by the shareholders of the Company at its 2012 annual meeting. Under the 2012 Directors Plan, Non-Employee Directors are compensated for their board service solely in shares of common stock. In February 2015, the board adopted amendments to the 2012 Directors Plan, which revised the compensation for Non-Employee Directors. Each Non-Employee Director receives an annual retainer of 2,000 shares of Common Stock. The Chairman's retainer is twice that of a regular director, and the retainer for the chairs of each Board Committee is 150% that of a regular director. In addition, each Non-Employee Director receives 250 shares of Common Stock for attendance at each Board meeting and each meeting of each committee of the board on which he or she serves when the committee meeting is not held within one day of a meeting of the board. In June 2015, the Company's shareholders approved the amendments to the 2012 Directors Plan at its 2015 annual meeting.

Effective January 1, 2022, the board terminated the 2012 Directors Plan and approved a new Helios Technologies, Inc. Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which revised the compensation for Non-Employee Directors. Under the Director Compensation Policy, each Non-Employee Director will be compensated through: (1) a cash award of $22 for attendance at each Board meeting, (2) equity-based compensation through a restricted stock award granted pursuant to the 2019 Plan equal to $39 and (3) an additional restricted stock award under the 2019 Plan equal to: (a) $27 if the Non-Employee Director serves as Chair of the Board, (b) $5 if the Director serves as the Chair of the Audit and Compensation Committee and (c) $3 if the Director serves as the Chair of the ESG and Nominating Committee.

The board has the authority to change from time to time, in any manner it deems desirable or appropriate, the compensation to be awarded to all or any one or more Non-Employee Directors. Directors were granted 26,500 and 26,675 shares for the years ended January 1, 2022 and January 2, 2021, respectively. The Company recognized director stock compensation expense of $2,202, $1,178 and $1,162 for the years ended January 1, 2022, January 2, 2021 and December 28, 2019, respectively.