Qorvo, Inc.QRVO
Qorvo, Inc. Stock Compensation Disclosure
15. STOCK-BASED COMPENSATION
Total pre-tax stock-based compensation expense recognized in the Consolidated Statements of Operations was $136.3 million, $120.8 million and $105.6 million for fiscal years 2025, 2024 and 2023, respectively. The net tax benefit realized for the tax deduction from stock-based compensation was $17.3 million, $16.2 million and $14.5 million, for fiscal years 2025, 2024 and 2023, respectively.
Equity Incentive Award Plans
2012 Stock Incentive Plan – Qorvo, Inc.
The 2012 Stock Incentive Plan (the "2012 Plan") was assumed by the Company in connection with the Business Combination and reapproved by the Company's stockholders on August 8, 2017 for purposes of Section 162(m) of the Internal Revenue Code. Under the 2012 Plan, the Company was permitted to grant stock options and other types of equity incentive awards, such as stock appreciation rights, restricted stock awards, performance shares and performance units. No further awards can be granted under this plan.
2013 Incentive Plan – Qorvo, Inc.
Effective upon the closing of the Business Combination, the Company assumed the TriQuint, Inc. 2013 Incentive Plan (the "2013 Incentive Plan"), originally adopted by TriQuint, allowing the Company to issue awards under this plan. The 2013 Incentive Plan replaced the TriQuint 2012 Incentive Plan and provided for the grant of stock options, restricted stock units, stock appreciation rights and other stock or cash awards to employees, officers, directors, consultants, agents, advisors and independent contractors of TriQuint and its subsidiaries and affiliates who were such prior to the Business Combination or who became employed by the Company or its affiliates after the closing of the Business Combination. No further awards can be granted under this plan.
2022 Stock Incentive Plan – Qorvo, Inc.
The Company currently grants equity-based awards to eligible employees, directors and independent contractors under the 2022 Stock Incentive Plan (the "2022 Plan"), which was approved by the Company's stockholders on August 9, 2022. Under the 2022 Plan, the Company is permitted to grant awards, such as restricted stock units, restricted stock awards, performance shares, performance units, stock options, stock appreciation rights and phantom stock awards, to eligible participants. The maximum number of shares issuable under the 2022 Plan may not exceed 4.5 million shares (subject to adjustment for anti-dilution purposes). As of March 29, 2025, approximately 1.7 million shares were available for issuance under the 2022 Plan.
Restricted Stock Units
Restricted stock units ("RSUs") granted by the Company in fiscal years 2025, 2024 and 2023 are either service-based or performance-based. Service-based RSUs generally vest over a -year period from the grant date. Performance-based awards are comprised of corporate objective-based awards and gross margin-based awards. Corporate objective-based awards are earned based on Company achievement of specific performance targets and, if earned, generally vest one-half when earned and the remaining balance vests in equal installments over each of the following years. Gross margin-based awards are earned based on Company achievement of gross margin targets and, if earned, generally vest when earned. RSUs granted to non-employee directors generally vest over a one-year period from the grant date. In fiscal 2025, each non-employee director was eligible to receive an annual grant of RSUs.
The RSUs granted to certain officers of the Company generally will, in the event of the officer's termination other than for cause and subject to the officer executing certain agreements in favor of the Company, continue to vest pursuant to the same vesting schedule as if the officer had remained an employee of the Company and, as a result,
these awards are expensed at grant date. In fiscal 2025, stock-based compensation of $38.5 million was recognized upon the grant of 0.1 million service-based RSUs and 0.3 million performance-based RSUs to certain officers of the Company.
The fair value per unit of each RSU is determined on the grant date, and the compensation expense is based on awards ultimately expected to vest. The Company has elected to estimate forfeitures at the time of grant and if actual forfeitures differ from those estimates, the Company revises the estimates in subsequent periods. Based upon historical pre-vesting forfeiture experience, the Company assumed an annualized forfeiture rate of 1.4% for restricted stock units.
A summary of activity with respect to RSUs under the Company’s director and employee stock plans follows:
RSUs (in thousands) | Weighted-Average Grant-Date Fair Value | ||||||||||
| Unvested balance as of March 31, 2024 | 2,224 | $ | 111.32 | ||||||||
| Granted | 1,703 | 98.00 | |||||||||
| Vested | (931) | 116.20 | |||||||||
| Forfeited | (176) | 109.24 | |||||||||
| Unvested balance as of March 29, 2025 | 2,820 | 102.45 | |||||||||
As of March 29, 2025, total remaining unearned compensation cost related to unvested RSUs was $186.8 million, which will be amortized over the weighted-average remaining service period of approximately 1.4 years.
The total intrinsic value of RSUs that vested during fiscal years 2025, 2024 and 2023 was $96.3 million, $85.8 million and $74.1 million, respectively, based upon the fair market value of the Company’s common stock on the vesting date. The Company settles RSUs with newly issued shares of the Company's common stock. For the majority of RSUs, shares are issued on the vesting date net of the amount of shares needed to satisfy statutory tax withholding obligations to be paid by the Company on behalf of the employees. As a result, the actual number of shares issued will be fewer than the number of RSUs unvested.
Employee Stock Purchase Plan
Effective upon closing of the Business Combination, the Company assumed the TriQuint Employee Stock Purchase Plan (the "ESPP"), which is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code. All regular full-time employees of the Company (including officers) and all other employees who meet the eligibility requirements of the plan may participate in the ESPP. The ESPP provides eligible employees an opportunity to acquire the Company’s common stock at 85% of the lower of the closing price per share of the Company’s common stock on the first or last day of each -month purchase period. As of March 29, 2025, 1.7 million shares were available for future issuance under this plan. The Company makes no cash contributions to the ESPP but bears the expenses of its administration. The Company issued 0.5 million shares under the ESPP in fiscal 2025, 0.5 million shares in fiscal 2024 and 0.3 million shares in fiscal 2023.
Cash received from participation in the employee stock purchase plan (excluding accrued unremitted employee funds) was approximately $34.2 million for fiscal 2025 and is reflected in cash flows from financing activities in the Consolidated Statement of Cash Flows. The Company settles employee stock purchase plan purchases with newly issued shares of the Company's common stock. The fair value of each award is estimated on the date of grant using a Black-Scholes pricing model based on the historical volatility, dividend yield, term and risk-free interest rate.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | May 19, 2025 | Showing above |
| 2024 | May 20, 2024 | |
| 2023 | May 19, 2023 | |
| 2022 | May 20, 2022 | |
| 2021 | May 24, 2021 | |
| 2020 | May 20, 2020 | |
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.