Enovix CorpENVX
Enovix Corp Stock Compensation Disclosure
Stock-based Compensation
Equity Incentive Plans
As of December 28, 2025, our equity compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”) and 2021 Employee Stock Purchase Plan (the “2021 ESPP”).
2021 Equity Incentive Plan
The 2021 Plan was approved by our stockholders in July 2021. The 2021 Plan is intended to be the successor to and continuation of the 2016 Equity Incentive Plan (the “2016 Plan”). Under the 2021 Plan, our employees, directors and consultants (“Participants”), are eligible for grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), and performance restricted stock units
(“PRSUs”), collectively referred to as “Stock Awards”. Incentive stock and non-statutory stock options are collectively referred to as “Option(s).”
Under the 2021 Plan, 16,850,000 shares of common stock were reserved for future issuance. Pursuant to the terms of the 2021 Plan, the number of shares reserved for issuance automatically increases on January 1st each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 4% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding fiscal year or (b) a lesser number determined by our board of directors prior to the applicable January 1.
2021 Employee Stock Purchase Plan
The 2021 ESPP was adopted by our board of directors in June 2021 and approved by our stockholders in July 2021. Under the 2021 ESPP, 5,625,000 shares of common stock were reserved for future issuance. The number of shares reserved for issuance under the 2021 ESPP will automatically increase on January 1st each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (b) 2,000,000 shares of the Registrant’s common stock or (c) a lesser number determined by our board of directors prior to the applicable January 1.
The 2021 ESPP allows eligible employees to purchase shares of our common stock at a 15% discount through periodic payroll deductions of up to 15% of base compensation, subject to individual purchase limits in any single purchase date or in one calendar year. The 2021 ESPP provides 18-month offering periods with three 6-month purchase periods. A new 18-month offering period will commence every six months thereafter. The purchase price for our common stock under the ESPP is 85% of the lower of the fair market value of the shares (1) on the offering period or (2) on the purchase date.
Common Stock
The following table shows the shares of our common stock that had been reserved for future issuance as of December 28, 2025.
| Outstanding common stock options | 1,206,554 | ||||
| Options, RSUs and PRSUs available for future grants | 15,194,358 | ||||
| Outstanding RSUs and PRSUs for future vesting | 12,384,266 | ||||
| Common stock employee purchase plan available for future offerings | 11,353,545 | ||||
| 40,138,723 | |||||
Stock-Based Compensation
We issue equity awards to our employees and non-employees in the form of stock options, RSUs and PRSUs. Additionally, we also offer the 2021 ESPP to our eligible employees. We use the Black-Scholes option pricing model to value our stock options granted and the estimated shares to be purchased under the 2021 ESPP. For both RSUs and PRSUs, we use our common stock price, which is the last reported sales price on the grant date to value those securities.
In general, we recognize stock-based compensation expense on a straight-line basis over the requisite service period and record forfeitures as they occur. For PRSUs, we use the graded vesting method to calculate stock-based compensation expense. At each reporting period, we would recognize and adjust stock-based compensation expense based on the probability assessment in meeting PRSUs' performance conditions.
The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the Consolidated Statements of Operations for the periods presented below (in thousands).
| Fiscal Years Ended | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of revenue | $ | 1,197 | $ | 320 | $ | 5,460 | |||||||||||
| Research and development | 24,951 | 24,853 | 27,409 | ||||||||||||||
Selling, general and administrative(1) | 23,219 | 32,448 | 36,224 | ||||||||||||||
| Restructuring cost | — | 1,216 | 359 | ||||||||||||||
| Total stock-based compensation expense | $ | 49,367 | $ | 58,837 | $ | 69,452 | |||||||||||
(1) During the quarter ended June 30, 2024, we engaged a consulting company for its services and issued RSUs in exchange for its services. In connection with this service agreement, we recorded approximately $0.6 million and $9.6 million of stock-based compensation expense for the fiscal years 2025 and 2024, respectively.
For the fiscal years 2025 and 2024, we capitalized $0.6 million and $3.6 million, respectively, of stock-based compensation as property and equipment, net on the Consolidated Balance Sheets. In addition, we accrued $0.2 million of bonus to be settled in equity awards as accrued compensation on the Consolidated Balance Sheet as of December 28, 2025.
There was an immaterial amount of tax benefit recognized related to stock-based compensation for the fiscal years 2025 and 2024 and no recognized tax benefit related to stock-based compensation for the fiscal year 2023. In addition, there was no recognized tax benefit from the stock options exercised for the periods presented.
As of December 28, 2025, there was approximately $90.6 million of total unrecognized stock-based compensation expense related to unvested equity awards, which is expected to be recognized over a weighted-average period of 2.9 years, and approximately $0.8 million of total unrecognized stock-based compensation related to the 2021 ESPP, which is expected to be recognized over the remaining period of 1.4 years.
Equity Award Modification
There was one equity award modification in the fiscal year 2025, which extended the exercise period for certain vested options. For the fiscal year 2025, we recognized an immaterial amount of stock-based compensation related to the modification.
In connection with the 2024 Restructuring Plan (as defined in Note 15 “Restructuring Costs”), there were equity award modifications in the fiscal year 2024, which modified the terms of the awards. For the fiscal year 2024, we recognized $1.3 million of stock-based compensation expense related to the modifications.
During the fiscal year 2023, in connection with the retirement or resignation of several of our former officers and executives, the change in employment status impacted the vesting conditions as the term of equity award exercise period was extended and certain of the equity awards were accelerated and vested immediately. For the fiscal year 2023, we recognized $21.1 million of stock-based compensation expense related to the modifications.
Stock Option Activity
Options granted to employees under the 2021 Plan and the 2016 Plan generally have a service vesting condition over or five years. Other vesting terms are permitted as determined by our board of directors. Options have a term of no more than ten years from the date of grant and vested options are generally cancelled three months after termination of employment if unexercised.
The following table summarizes stock option activities for the fiscal year 2025 (in thousands, except share and per share amount).
| Number of Options Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (1) (2) | ||||||||||||||||||||
| Balances as of December 30, 2024 | 1,751,118 | $ | 10.05 | ||||||||||||||||||||
| Exercised | (365,005) | 9.16 | |||||||||||||||||||||
| Forfeited | (179,559) | 14.25 | |||||||||||||||||||||
| Balances as of December 28, 2025 | 1,206,554 | $ | 9.69 | 5.2 | $ | 219,125 | |||||||||||||||||
| Vested and expected to vest at December 28, 2025 | 1,208,093 | $ | 9.68 | 5.2 | $ | 230,771 | |||||||||||||||||
| Vested and exercisable at December 28, 2025 | 1,165,272 | $ | 9.69 | 5.2 | $ | 219,125 | |||||||||||||||||
| Unvested and exercisable at December 28, 2025 | 38,677 | $ | 9.26 | 5.3 | |||||||||||||||||||
| (1) | The intrinsic value of options exercised is based upon the value of our stock at exercise. | ||||
| (2) | The aggregate intrinsic value of the stock options outstanding as of December 28, 2025 represents the value of our closing stock price at $7.63 on December 28, 2025 in excess of the exercise price multiplied by the number of options outstanding. | ||||
There were no stock options granted in the fiscal years 2025, 2024 and 2023. The fair value of stock options that vested during the fiscal years 2025, 2024 and 2023 were $0.7 million, $2.5 million and $15.1 million, respectively.
Early Exercise of Options
The terms of the 2016 Plan and the 2021 Plan permit the exercise of options granted prior to vesting, subject to required approvals. The unvested shares are subject to our repurchase right, upon termination of employment, at the lower of (i) the fair market value of the shares of common stock on the date of repurchase or (ii) their original exercise price. The repurchase right lapses 90 days after the termination of the employee’s employment. Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules. Cash received for early exercised stock options is recorded as other current and non-current liabilities on the Consolidated Balance Sheets and is reclassified to common stock and additional paid in capital as such shares vest.
Unvested early exercised stock options which are subject to repurchase by us are not considered participating securities as those shares do not have non-forfeitable rights to dividends or dividend equivalents. Unvested early exercised stock options are not considered outstanding for purposes of the weighted average outstanding share calculation until they vest.
As of December 28, 2025 and December 29, 2024, 1,539 and 23,886 shares, respectively, remained subject to our right of repurchase as a result of early exercised stock options. The remaining liability related to early exercised shares as of December 28, 2025 and December 29, 2024 was immaterial. The early exercised stock options liability was recorded in other current and non-current liabilities in the Consolidated Balance Sheets.
Issuance of Common Stock Subject to Return
In connection with certain early exercised stock options, during the third quarter of fiscal year 2023, we erroneously issued an additional 1,304,954 shares of common stock to several former executive officers as a result of an administrative issue. During the fourth quarter of fiscal year 2023, we received a full recovery of these shares of common stock from the former executive officers. For their cooperation in returning the additional shares to us, we issued a total of 130,000 shares of fully vested RSUs to them.
Restricted Stock Unit and Performance Restricted Stock Unit Activities
Since September 2021, we primarily grant RSUs to our employees and non-employee directors. We generally grant RSUs with service vesting condition over or five years. In addition, in the fiscal year 2022, we began to grant PRSUs to certain employees with both performance and service vesting conditions over two years. Each RSU or PRSU is not considered issued and outstanding and does not have voting rights until it is converted into one share of our common stock upon vesting.
The following table summarizes RSUs and PRSUs activities for the fiscal year 2025 (in thousands, except share and per share amount).
| RSUs | PRSUs | ||||||||||||||||||||||
| Number of Shares Outstanding | Weighted Average Grant Date Fair Value | Number of Shares Outstanding | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Issued and unvested shares balances as of December 30, 2024 | 11,154,455 | $ | 9.61 | 2,017,646 | $ | 7.71 | |||||||||||||||||
| Granted | 6,404,430 | 8.01 | 1,537,067 | 7.44 | |||||||||||||||||||
| Vested | (4,953,828) | 9.29 | (227,679) | 8.31 | |||||||||||||||||||
| Forfeited | (2,268,429) | 9.73 | (1,279,396) | 7.72 | |||||||||||||||||||
| December 28, 2025 | 10,336,628 | $ | 8.75 | 2,047,638 | $ | 7.51 | |||||||||||||||||
The total fair value of RSUs vested during the fiscal years 2025 and 2024 was $47.5 million and $71.6 million, respectively. The total fair value of PRSUs vested during the fiscal years 2025 and 2024 was $2.4 million and $0.7 million, respectively.
We sell or withhold shares with value equivalent to the employees' obligation for the applicable income and other employment taxes and remit the cash to the appropriate taxing authorities. The number of shares withheld is determined using the closing stock price of our common stock on the trading date immediately prior to the vesting of the RSU. For the fiscal years 2025 and 2024, the total number of shares withheld were 667,106 and 664,634, respectively. The total amounts paid for the employees' tax obligation to taxing authorities were $6.5 million and $7.1 million, respectively, related to the shares withheld upon vesting of the RSUs for the fiscal years 2025 and 2024. These transactions were reflected as financing activities in the Consolidated Statements of Cash Flows.
Employee Stock Purchase Plan Activity
The 2021 ESPP was approved by our stockholders on July 12, 2021. The first offering of the 2021 ESPP was in November 2021 and the first purchase was in May 2022. During the fiscal years 2025, 2024 and 2023, 238,435, 194,784 and 285,847 shares of common stock, respectively, were purchased under the 2021 ESPP with the weighted-average purchase price per share of $5.55, $7.73 and $8.22, respectively. The weighted average grant-date fair value per ESPP share for the fiscal years 2025, 2024 and 2023 were $7.89, $9.15 and $12.56, respectively.
We use the Black-Scholes option-pricing model to determine the fair value of estimated shares under the 2021 ESPP with the following assumptions for the fiscal years 2025, 2024 and 2023.
Fiscal Years | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Risk-free interest rate | 3.6% - 4.3% | 4.4% - 5.4% | 0.3% - 5.5% | |||||||||||||||||
| Expected term (years) | 0.5 - 1.5 | 0.5 - 1.5 | 0.5 - 1.5 | |||||||||||||||||
| Dividend yield | —% | —% | —% | |||||||||||||||||
| Expected volatility | 89.7% - 96.3% | 83.9% - 102.4% | 71.3% - 123.2% | |||||||||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.