Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.22.4
Stock-Based Compensation
12 Months Ended
Dec. 31, 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”) provides for the grant of shares of restricted stock, restricted stock 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 December 31, 2022, 790,190 shares remained available to be issued through the 2019 Plan.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) to employees 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 RSUs granted to employees totaled $7.0, $6.0 and $4.2 for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively.

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 were 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 received an annual retainer of 2,000 shares of Common Stock. The Chairman's retainer was twice that of a regular director, and the retainer for the chairs of each Board Committee was 150% that of a regular director. In addition, each Non-Employee Director received 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.

Effective January 1, 2022, the board terminated the 2012 Non-Employee Director Fees 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. The Director Compensation Policy compensates Non-Employee Directors for their board service with cash awards and equity-based compensation through grants of RSUs, issued pursuant to the 2019 Plan, which vest over a one-year period. Directors were granted 18,260 RSUs during the year ended December 31, 2022. The Company recognized director stock compensation expense on the RSUs of $0.5 for the year ended December 31, 2022. Directors were granted 26,500 shares of stock for the year ended January 1, 2022 and the Company recognized director stock compensation expense of $2.2 and $1.2 for the year ended January 1, 2022 and January 2, 2021, respectively, under the 2012 Directors Plan.

The following table summarizes RSU activity for the 2022 fiscal year:

 

 

Number of
Units
(in thousands)

 

 

Weighted Average
Grant-Date
Fair Value per Share

 

Nonvested balance at January 1, 2022

 

 

237

 

 

$

45.58

 

Granted

 

 

108

 

 

 

90.47

 

Vested

 

 

(109

)

 

 

43.79

 

Forfeited

 

 

(19

)

 

 

66.20

 

Nonvested balance at December 31, 2022 (1)

 

 

217

 

 

$

66.98

 

(1) Includes 104,774 nonvested performance-based RSUs.

The grant date fair value of restricted stock and RSUs granted during the 2022, 2021 and 2020 fiscal years totaled $9.7, $6.2 and $6.8, respectively.

The Company had $8.0 of total unrecognized compensation cost related to the RSU awards as of December 31, 2022. That cost is expected to be recognized over a weighted average period of 1.7 years.

Stock Options

In 2022, the Company granted stock options with market-based vesting conditions to its officers. As of December 31, 2022, there were 82,500 unvested options and no vested unexercised options. The exercise price per share is $50.60, which is equal to the market price of Helios stock on the grant date. The options vest after achievement of defined stock prices and after the required service periods, which range from one to two years. These options have a 10-year expiration. The grant date fair value of the options totaled $2.3 and was estimated using a Monte Carlo simulation.

The Company has also granted stock options with only time-based vesting conditions to its officers. As of December 31, 2022, there were 13,222 unvested options and 11,011 vested unexercised options. The exercise prices per share, which range from $35.04 to $55.03, are equal to the market price of Helios stock on the respective grant dates. The options vest ratably 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 December 31, 2022, the Company had $1.9 of unrecognized compensation cost related to the options, which is expected to be recognized over a weighted average period of 0.9 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 (“U.K.”), 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.

Employees purchased 38,392 shares at a weighted average price of $51.54, and 29,420 shares at a weighted average price of $60.71, under the ESPP and U.K. plan during the years ended December 31, 2022 and January 1, 2022, respectively. The Company recognized $0.4, $0.7 and $0.4 of compensation expense during the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. At December 31, 2022, 343,818 shares remained available to be issued through the ESPP and the U.K. plan.