Optex Systems Holdings Inc Stock Compensation Disclosure
Restricted Stock, Performance Shares and Restricted Stock Units issued to Directors, Officers and Employees
The following table summarizes the status of Optex Systems Holdings’ aggregate non-vested restricted stock and restricted stock units and performance shares:
| Restricted Stock Units | Weighted Average Grant Date Fair Value | Restricted Shares | Weighted Average Grant Date Fair Value | Performance Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||
| Outstanding at October 1, 2023 | 39,000 | $ | 3.06 | 120,000 | $ | 2.20 | 135,000 | $ | 2.37 | |||||||||||||||
| Granted | 40,500 | 7.17 | ||||||||||||||||||||||
| Vested | (13,000 | ) | 3.06 | (60,000 | ) | 2.20 | (135,000 | ) | 2.37 | |||||||||||||||
| Forfeited | ||||||||||||||||||||||||
| Outstanding at September 29, 2024 | 66,500 | $ | 5.56 | 60,000 | $ | 2.20 | $ | |||||||||||||||||
| Granted | 39,000 | 6.35 | 32,800 | 9.29 | ||||||||||||||||||||
| Vested | (24,000 | ) | 5.17 | (60,000 | ) | 2.20 | ||||||||||||||||||
| Forfeited | (7,500 | ) | 5.19 | |||||||||||||||||||||
| Outstanding at September 28, 2025 | 74,000 | $ | 6.11 | 32,800 | $ | 9.29 | $ | |||||||||||||||||
Restricted Stock Units
On May 1, 2024, the Company granted an aggregate of restricted stock units to eleven employees under its 2023 Equity Incentive Plan. As of the grant date, assuming a 7.7% forfeiture rate based on expected turnover across the three years, the aggregate value of the restricted stock units is $258 thousand which will be amortized across the three-year period on a straight-line basis. The restricted stock units will vest at a rate of % annually on the anniversary date of the grant and any unvested restricted stock units will be forfeited if employment terminates prior to the relevant vesting date. On June 4, 2024 there was an additional grant of restricted stock units to one employee with a fair value of $4 thousand. The restricted stock units will vest % on the anniversary date of the grant and will be forfeited if employment terminates prior to the relevant vesting date. On July 3, 2024 there was an additional grant of restricted stock units to one employee with a fair value of $7 thousand. The restricted stock units will vest % on the anniversary date of the grant and will be forfeited if employment terminates prior to the relevant vesting date.
During the twelve months ended September 29, 2024, there were shares vested under its 2023 Equity Incentive Plan for restricted stock units granted on May 1, 2023 and August 14, 2023, which resulted in shares issued to eleven employees, net of tax withheld of $ thousand.
During the twelve months ended September 28, 2025, there were shares vested under its 2023 Equity Incentive Plan for restricted stock units granted on May 1, 2023, May 1, 2024 and July 3, 2024, which resulted in shares issued to eleven employees, net of tax withheld of $ thousand.
During the twelve months ended September 28, 2025, there were 7,500 restricted stock units forfeited on the resignation of two employees.
On May 1, 2025, the Company granted an aggregate of restricted stock units to eleven employees under its 2023 Equity Incentive Plan. As of the grant date, assuming a 12.8% forfeiture rate based on expected turnover across the three years, the aggregate value of the restricted stock units is $216 thousand which will be amortized across the three-year period on a straight-line basis. The restricted stock units will vest at a rate of % annually on the anniversary date of the grant and any unvested restricted stock units will be forfeited if employment terminates prior to the relevant vesting date.
As of September 28, 2025, there were unvested restricted stock units outstanding.
Restricted Shares
On April 30, 2020, the Board of Directors of the Company (the “Board”) voted to increase the annual board compensation for the three independent directors from $ to $ with The total fair value for the shares was $ thousand based on the stock price of $ as of April 30, 2020. On each of January 1, 2021, January 1, 2022, and January 1, 2023, of the restricted director shares vested. On February 16, 2023, of the unvested restricted shares were forfeited and cancelled when one of the independent directors departed the Board. On May 9, 2023, the Board approved a grant of shares of restricted stock to independent board member Dayton Judd. The shares vested % on each of January 1, 2024 and January 1, 2025. As of the grant date, the fair value of the shares was $ thousand, to be amortized on a straight-line basis through December 31, 2024. The Company amortized the grant date fair value to stock compensation expense on a straight-line basis across the five-year and two-year vesting periods beginning on April 30, 2020 and May 9, 2023, respectively. On January 1, 2025, the remaining shares were vested.
On November 5, 2024, the Board approved the following Board compensation for the three independent directors, effective January 1, 2025: The restricted stock award was made on November 5, 2024 and consisted of shares of restricted stock for each independent director. The total fair value for the shares was $ thousand based on the stock price of $ as of November 5, 2024. As of September 28, 2025, there were of such unvested restricted shares outstanding which will vest on January 1, 2026.
On August 11, 2025, the Board approved an award to Chad George of shares of restricted stock under the Company’s 2023 Equity Incentive Plan pursuant to his employment as Optex Systems Holdings, Inc.’s President. The shares will vest on January 1, 2026. The total fair value for the shares was $ thousand based on the stock price of $ as of August 12, 2025. As of September 28, 2025, there were of such unvested restricted shares outstanding which will vest on January 1, 2026. The share issue was shares, net of shares which were withheld for taxes due upon the vesting date.
Also see Note 14 “Subsequent Events” for additional restricted share issues occurring after September 28, 2025.
Performance Shares
On May 3, 2023, the Board approved a grant of and performance shares to Danny Schoening, CEO, and Karen Hawkins, CFO, respectively. Each performance share represents a contingent right to receive one share of common stock. The performance shares vest in five equal increments if, in each case and during a The fair value of the shares, as of the grant date, is $ thousand and will be amortized through December 31, 2025 based on the derived service periods using a Monte Carlo simulation valuation model.
On October 2, 2023, performance shares vested each date for reaching the 30-day VWAP for Tranche 1. The Company issued a total of shares on October 24, 2023 in settlement of the vested shares, net of tax withheld of $ thousand.
On December 22, 2023 and December 29, 2023, performance shares vested each date for reaching the 30-day VWAP for Tranche 2 and Tranche 3. On January 8, 2024, the Company issued a total of shares in settlement of the vested shares, net of tax withheld of $ thousand.
On March 11, 2024, performance shares vested each date for reaching the 30-day VWAP for Tranche 4. The Company issued a total of shares on March 13, 2024 in settlement of the vested shares, net of tax withheld of $ thousand.
On May 17, 2024, performance shares vested for reaching the 30-day VWAP for Tranche 5. The Company issued a total of shares on May 17, 2024 in settlement of the vested shares, net of tax withheld of $ thousand.
As of September 29, 2024 and September 28, 2025, there were performance shares remaining to vest.
| Assumptions | ||||
| Performance Period Start | ||||
| Performance Period End | ||||
| Term of simulation (1) | years | |||
| Time steps in simulation | ||||
| Time steps per year | ||||
| Common share price at valuation date (2) | $ | |||
| Volatility (annual) (4) | % | |||
| Risk-free rate (annual) (5) | % | |||
| Cost of equity (6) | % | |||
| Dividend yield (3) | % | |||
| Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | Tranche 5 | ||||||||||||||||
| Number of performance shares in the Tranche (1) | 27,000 | 27,000 | 27,000 | 27,000 | 27,000 | |||||||||||||||
| Fair Value of One Performance share (7) | $ | 2.75 | $ | 2.58 | $ | 2.39 | $ | 2.18 | $ | 1.93 | ||||||||||
| Total Fair Value of Tranche | $ | 74,345 | $ | 69,742 | $ | 64,446 | $ | 58,819 | $ | 52,238 | ||||||||||
| Derived Service Period (Years) (7) | ||||||||||||||||||||
| (1) | Based on the terms of the Performance Shares agreement issued by the Company on May 3, 2023. | |
| (2) | Closing price of OPXS shares on the Valuation Date, as obtained via S&P Capital IQ. | |
| (3) | Expected dividends provided by management. | |
| (4) | Based on historical volatility of OPXS and comparable public companies. | |
| (5) | Interest rate for US Treasury commensurate with the Performance Shares holding period, as of the Valuation Date, as obtained via S&P Capital IQ. | |
| (6) | Estimated cost of equity for OPXS as of the Valuation Date. | |
| (7) | Based on Monte Carlo simulation. |
Stock Based Compensation Expense
Equity compensation is amortized based on a straight-line basis across the vesting or service period as applicable. The recorded compensation costs for options and shares granted and restricted stock units awarded as well as the unrecognized compensation costs are summarized in the table below:
| (Thousands) | ||||||||||||||||
Recognized Compensation Expense | Unrecognized Compensation Expense | |||||||||||||||
| Year Ended | Year Ended | |||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |||||||||||||
| Restricted Shares | $ | 226 | $ | 140 | $ | 112 | $ | 33 | ||||||||
| Performance Shares | 212 | |||||||||||||||
| Restricted Stock Units | 157 | 73 | 342 | 284 | ||||||||||||
| Total Stock Compensation | $ | 383 | $ | 425 | $ | 454 | $ | 317 | ||||||||
The unrecognized compensation expense for restricted shares and restricted stock units as of September 28, 2025, is expected to be recognized over a weighted-average period of years and years, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Dec 17, 2025 | Showing above |
| 2023 | Dec 18, 2023 | |
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.