GARMIN LTD Stock Compensation Disclosure
10. Employee Stock Compensation and Savings Plans
Stock Compensation
The various Company stock compensation plans are summarized below. For all stock compensation plans, the Company’s policy is to issue treasury shares for option/stock appreciation right (SAR) exercises, restricted stock unit (RSU) releases, and employee stock purchase plan (ESPP) purchases.
2011 Non-employee Directors’ Equity Incentive Plan
In June 2011, the Company’s shareholders adopted an equity incentive plan for non-employee directors (the “2011 Directors Plan”) providing for grants of stock options, SARs, RSUs and/or performance shares, pursuant to which up to 122,592 shares were made available for issuance. In June 2023, the shareholders approved an increase to the number of shares authorized to 150,000. The term of each award cannot exceed ten years. Awards are subject to a minimum one-year vesting period. In 2025, 2024, and 2023, there were 3,432, 4,360, and 6,004 RSUs granted under this plan, respectively. At December 27, 2025, approximately 25,608 shares were available for future issuance under the 2011 Directors Plan.
2005 Equity Incentive Plan
In June 2005, the Company’s shareholders adopted an equity incentive plan (the “2005 Plan”) providing for grants of incentive and nonqualified stock options, SARs, RSUs and/or performance shares to employees of the Company and its subsidiaries, pursuant to which up to 10,000,000 common shares were made available for issuance. In 2013 and 2024, the shareholders approved increases of an additional 3,000,000 and 5,000,000 shares, respectively, to the 2005 Plan, increasing the total shares authorized under the plan to 18,000,000. Option and SAR grants vest evenly over a period of five years or as otherwise determined by the Board of Directors or the Compensation Committee and generally expire ten years from the date of grant, if not exercised. RSUs vest evenly over a period of three years. In addition to time-based vesting requirements, the vesting of certain RSU grants is also contingent upon the Company’s achievement of certain financial performance goals. During 2025, 2024, and 2023, there were 925,861, 998,321, and 1,047,934 RSUs granted under the 2005 Plan, respectively. No stock options or SARs were granted under the 2005 Plan in 2025, 2024, or 2023. At December 27, 2025, approximately 4,361,120 shares were available for future issuance under the 2005 Plan.
Stock Compensation Activity
A summary of the Company’s stock compensation activity and related information under the 2011 Directors Plan, the 2005 Plan, and the 2000 Plan for the years ended December 27, 2025, December 28, 2024, and December 30, 2023 is provided below:
|
|
Restricted Stock Units |
|
|||||
|
|
Weighted-Average |
|
|
Number of Shares |
|
||
|
|
|
|
|
(In Thousands) |
|
||
Outstanding at December 31, 2022 |
|
$ |
103.61 |
|
|
|
1,837 |
|
Granted |
|
$ |
105.47 |
|
|
|
1,054 |
|
Released/Vested |
|
$ |
103.61 |
|
|
|
(749 |
) |
Cancelled |
|
$ |
106.09 |
|
|
|
(456 |
) |
Outstanding at December 30, 2023 |
|
$ |
104.10 |
|
|
|
1,686 |
|
Granted |
|
$ |
143.82 |
|
|
|
1,003 |
|
Released/Vested |
|
$ |
105.45 |
|
|
|
(877 |
) |
Cancelled |
|
$ |
106.92 |
|
|
|
(46 |
) |
Outstanding at December 28, 2024 |
|
$ |
125.91 |
|
|
|
1,766 |
|
Granted |
|
$ |
181.65 |
|
|
|
929 |
|
Released/Vested |
|
$ |
118.07 |
|
|
|
(952 |
) |
Cancelled |
|
$ |
136.13 |
|
|
|
(68 |
) |
Outstanding at December 27, 2025 |
|
$ |
160.87 |
|
|
|
1,675 |
|
The weighted-average remaining contract life of restricted stock units at December 27, 2025 was 1.04 years. There were no outstanding options/SARs or any associated stock compensation activity during the years ended December 27, 2025, December 28, 2024, and December 30, 2023.
The total fair values of awards vested during 2025, 2024, and 2023, were $112,424, $92,502, and $77,626, respectively. The aggregate intrinsic value of RSUs outstanding at December 27, 2025 was $344,219. The aggregate intrinsic values of RSUs released during 2025, 2024, and 2023 were $195,677, $183,639, and $96,301, respectively. Aggregate intrinsic value of RSUs represents the applicable number of awards multiplied by the Company’s closing share price on the last trading day of the relevant fiscal period. The Company’s closing share price was $205.51 on December 27, 2025 (based on the closing share price on December 26, 2025). As of December 27, 2025, there was $180,758 of total unrecognized compensation cost related to unvested share-based payment awards granted to employees under the stock compensation plans. That cost is expected to be recognized over the remaining vesting period.
Employee Stock Purchase Plan
The Company’s shareholders have adopted an employee stock purchase plan (the “ESPP”). Up to 10,000,000 common shares have been reserved for issuance under the ESPP. Shares are offered to employees at a price equal to the lesser of 85% of the fair market value of the Company’s shares on the date of purchase or 85% of the fair market value on the first day of the ESPP period. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. During 2025, 2024, and 2023, there were 333,443, 410,999, and 524,774 shares purchased under the plan for a total purchase price of $57,785, $49,617, and $43,905, respectively. During 2025, 2024, and 2023, the purchases were issued from treasury shares. At December 27, 2025, approximately 1,518,104 shares were available for future issuance under the ESPP.
Savings Plans
Certain subsidiaries of the Company sponsor various savings plans such as defined contribution employee retirement plans. Garmin International and the Company’s other U.S.-based subsidiaries sponsor a retirement plan under which their employees may contribute up to 50% of their annual compensation subject to Internal Revenue Code maximum limitations and to which the subsidiaries contribute a specified percentage of each participant’s annual compensation up to certain limits as defined in the retirement plan. During the years ended December 27, 2025, December 28, 2024, and December 30, 2023, expense related to this and other defined contribution plans of $104,755, $93,687, and $84,609, respectively, was recorded within the Company’s consolidated statements of income.
Certain of the Company’s non-U.S. subsidiaries sponsor or participate in local defined benefit pension plans. The obligations, contributions, and associated expense of such plans for the years ended December 27, 2025, December 28, 2024, and December 30, 2023 were not material.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 16, 2022 | |
| 2020 | Feb 17, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 20, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 17, 2016 | |
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.