VISHAY INTERTECHNOLOGY INCVSH
VISHAY INTERTECHNOLOGY INC Stock Compensation Disclosure
Note 12 – Stock-Based Compensation
2023 Long-Term Incentive Plan
The Company implemented the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan (the "2023 Plan") after receiving stockholder approval at its 2023
Annual Meeting of Stockholders on May 23, 2023. The 2023 Plan allows the Company to grant up to 6,000,000 shares (subject to certain
adjustments described in the 2023 Plan) of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, phantom stock units, and other cash-based awards to employees, directors, consultants, and
other service providers of the Company and its affiliates. Such instruments are available for grant until March 24, 2033. At December
31, 2025, the Company has reserved 1,524,000
shares of common stock for future grants of equity awards pursuant to the 2023 Plan.
2007 Stock Incentive Program
Under the Company's 2007 Stock Incentive Program (the "2007 Program"), as amended and restated, certain executive officers and board members of the
Company were granted restricted stock units. No further awards will be granted pursuant to the 2007 Program. Pursuant to the terms of the 2023 Plan, any shares of common stock that are subject to outstanding awards granted pursuant to the 2007
Program that subsequently cease to be subject to such awards as a result of the termination, expiration, cancellation, or forfeiture of such awards and any shares of common stock withheld in settlement of tax withholding obligations associated with
outstanding awards granted pursuant to the 2007 Program may become available for issuance under the 2023 Plan.
All RSUs granted pursuant to the 2007 Program and the 2023 Plan contain service vesting conditions. Certain RSUs also contain performance or market
vesting conditions. The Company recognizes compensation cost for RSUs that are expected to vest and records cumulative adjustments in the period that the expectation changes.
The following table summarizes share-based compensation expense recognized:
|
Years ended December 31,
|
||||||||||||
|
|
2025
|
2024
|
2023
|
|||||||||
|
|
||||||||||||
|
Restricted stock units
|
$
|
22,272
|
$
|
20,803
|
$
|
16,425
|
||||||
|
Phantom stock units
|
83
|
118
|
107
|
|||||||||
|
Total
|
$
|
22,355
|
$
|
20,921
|
$
|
16,532
|
||||||
The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at December 31, 2025 (amortization periods in years):
|
Unrecognized
Compensation
Cost
|
Weighted
Average
Remaining
Amortization
Periods
|
|||||||
|
|
||||||||
|
Restricted stock units
|
$
|
26,940
|
1.9
|
|||||
|
Phantom stock units
|
-
|
-
|
||||||
|
Total
|
$
|
26,940
|
||||||
The Company currently expects all of the unrecognized compensation cost presented in the table above to be recognized.
Restricted Stock Units
Each RSU entitles the recipient to receive a share of common stock when the RSU vests.
RSU activity is presented below (number of RSUs in thousands):
|
Years ended December 31,
|
||||||||||||||||||||||||
|
|
2025
|
2024
|
2023
|
|||||||||||||||||||||
|
|
Number of
RSUs
|
Weighted
Average
Grant-date
Fair Value
|
Number of
RSUs
|
Weighted
Average
Grant-date
Fair Value
|
Number of
RSUs
|
Weighted
Average
Grant-date
Fair Value
|
||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Outstanding:
|
||||||||||||||||||||||||
|
Beginning of year
|
2,628
|
$
|
21.37
|
1,717
|
$
|
23.03
|
894
|
$
|
19.73
|
|||||||||||||||
|
Granted*
|
1,889
|
15.12
|
1,665
|
20.39
|
1,180
|
24.34
|
||||||||||||||||||
|
Vested**
|
(782
|
)
|
21.78
|
(613
|
)
|
22.95
|
(342
|
)
|
18.86
|
|||||||||||||||
|
Cancelled or forfeited
|
(250
|
)
|
19.80
|
(141
|
)
|
23.14 |
(15
|
)
|
24.83
|
|||||||||||||||
|
End of year
|
3,485
|
$
|
18.00
|
2,628
|
$
|
21.37
|
1,717
|
$
|
23.03
|
|||||||||||||||
|
|
||||||||||||||||||||||||
|
Expected to vest
|
2,251
|
1,876
|
1,702
|
|||||||||||||||||||||
* Employees in certain countries are granted
equity-linked awards that will be settled in cash and are accounted for as liability awards. The liability awards are not material. The number of RSUs granted excludes these awards.
** The number of RSUs vested includes shares that the
Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and
market criteria between the established target and maximum levels. RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number
of RSUs in thousands):
|
Vesting Date
|
Expected to
Vest
|
Not Expected
to Vest
|
Total
|
|||||||||
|
January 1, 2026***
|
-
|
137
|
137
|
|||||||||
|
January 1, 2027
|
-
|
526
|
526
|
|||||||||
| January 1, 2028 |
468 | 396 | 864 | |||||||||
| March 1, 2029 |
- | 175 | 175 | |||||||||
*** The performance vesting criteria for the performance-based RSUs with a
vesting date of January 1, 2026 were not achieved.
RSUs, including those with performance-based and market-based vesting criteria, generally vest over three years, provided that vesting may accelerate in certain cases,
such as in connection with a qualifying retirement or certain involuntary terminations of employment, with certain variation of criteria for executive officers and non-executive employees.
Phantom Stock Units
Each phantom stock unit entitles the recipient to receive a share of common stock at the individual's termination of employment or any other future date specified in the
applicable employment agreement. Phantom stock units participate in dividend distribution on the same basis as the Company's common stock and Class B common stock. Dividend equivalents are issued in the form of additional units of phantom stock.
The phantom stock units are fully vested at all times.
The following table summarizes the Company’s phantom stock units activity (number of
phantom stock units in thousands):
|
Years ended December 31,
|
||||||||||||||||||||||||
|
|
2025
|
2024
|
2023
|
|||||||||||||||||||||
|
Number of
Phantom
Stock Units
|
Grant-date
Fair Value per
Unit
|
Number of
Phantom
Stock Units
|
Grant-date
Fair Value per
Unit
|
Number of
Phantom
Stock Units
|
Grant-date
Fair Value per
Unit
|
|||||||||||||||||||
|
Outstanding:
|
||||||||||||||||||||||||
|
Beginning of year
|
128
|
120
|
226
|
|||||||||||||||||||||
|
Granted
|
5
|
$
|
16.69
|
5
|
$
|
23.51
|
5
|
$ | 21.48 | |||||||||||||||
|
Dividend equivalents issued
|
3
|
3
|
2
|
|||||||||||||||||||||
| Redeemed for common stock* |
- | - | (113 | ) | ||||||||||||||||||||
|
End of year
|
136
|
128
|
120
|
|||||||||||||||||||||
* The number of phantom stock units redeemed for common stock includes shares
that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 13, 2026 | Showing above |
| 2018 | Feb 15, 2019 | |
| 2017 | Feb 16, 2018 | |
| 2016 | Feb 17, 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.