LITTELFUSE INC DE

12. Stock-Based Compensation

Equity Plans: The Company has equity-based compensation plans authorizing the granting of stock options, restricted shares, restricted share units, and other stock rights to employees and directors. As of December 28, 2024, there were 1.0 million shares available for issuance of future awards under the Company’s equity-based compensation plans.

Stock options generally vest over athree-year period and are exercisable over either aseven orten-year period commencing from the date of the grant. Restricted shares and share units granted by the Company generally vest over three years. Stock options and restricted share units may have accelerated vesting upon meeting certain qualified conditions.

The following table provides a reconciliation of outstanding stock options for the fiscal year ended December 28, 2024.

The following table provides a reconciliation of non-vested restricted share and share unit awards ("RSU") for the fiscal year ended December 28, 2024.

The total intrinsic value of options exercised during 2024, 2023, and 2022 was $6.3 million, $12.2 million, and $3.7 million, respectively. The total fair value of the vested RSU shares was $16.2 million, $19.8 million, and $15.4 million for 2024, 2023, and 2022, respectively. The total amount of share-based liabilities paid was $1.3 million, $2.2 million, and $1.1 million for 2024, 2023, and 2022, respectively.

The Company recognizes compensation cost of all share-based awards as an expense on a straight-line basis over the vesting period of the awards. At December 28, 2024, the unrecognized compensation cost for options and restricted shares was $24.3 million before tax, and will be recognized over a weighted average period of 1.8 years. Compensation cost included as a component of cost of sales, research and development and selling, general, and administrative expenses for all equity compensation plans discussed above was $27.4 million, $25.7 million, and $24.6 million for 2024, 2023, and 2022, respectively. The total related income tax benefit recognized in the Consolidated Statements of Net Income was $4.0 million, $3.8 million, and $3.5 million for 2024, 2023, and 2022, respectively.

The Company uses the Black-Scholes option valuation model to determine the fair value of stock option awards granted. The weighted average fair value of and related assumptions for options granted are as follows:

Expected volatilities are based on the historical volatility of the Company’s stock price. The expected life of options is based on historical data for options granted by the Company. The risk-free rates are based on yields available at the time of grant on U.S. Treasury bonds with maturities consistent with the expected life assumption. Historical nonvested forfeiture information is the basis for the forfeiture rate assumptions.

The fair value of RSU is determined based on the Company's stock price on the grant date reduced by the present value of expected dividends through the vesting period.

Preferred Stock: The Board of Directors may authorize the issuance of preferred stock from time to time in one or more series with such designations, preferences, qualifications, limitations, restrictions, and optional or other special rights as the Board may fix by resolution.

Share Repurchase Program

The Company's Board of Directors authorized the repurchase of up to $300 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, 2024 ("2021 program"). On April 25, 2024, the Company's Board of Directors authorized a newthree-year program to repurchase up to $300.0 million in the aggregate of shares of the Company's stock for the period May 1, 2024 to April 30, 2027 ("2024 program") to replace the expired 2021 program.

During the fiscal year of 2024, the Company repurchased 179,311 shares of its common stock totaling $40.9 million, of which, $38.9 million was pursuant to the 2021 program and $2.0 million was pursuant to the 2024 program. There are $298.0 million of an authorized amount yet purchased under the 2024 program as of December 28, 2024. During the fiscal years of 2023 and 2022, the Company didnot repurchase any shares of its common stock.