Equity Incentive Program (Notes)

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement, Noncash Expense [Abstract]

11. Equity Incentive Program

The following table summarizes the stock-based compensation expense recognized by the Company for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Total pre-tax stock-based compensation expense (1)	$	6.3	$	5.9	$	16.5	$	11.0
Tax benefit	0.4		0.2		3.5		2.4
Total stock-based compensation expense, net of tax	$	5.9	$	5.7	$	13.0	$	8.6

(1) Stock-based compensation shown here reflects the expense included in continuing operations. Stock-based compensation expense included in discontinued operations totaled $1.5 million and $3.1 million for the three and six months ended June 30, 2024.

Stock Options

No stock options were granted during the six months ended June 30, 2025 and 2024.

The following table summarizes the Company's stock option activity for the six months ended June 30, 2025:


	Number of Shares	Weighted-Average Exercise Price		Aggregate Intrinsic Value (in millions)		Weighted-Average Remaining Contractual Term (Years)
Outstanding at December 31, 2024	1,161,337	$	17.59


Exercised (1)	(92,105)	15.42

Expired	(148,769)	18.54
Outstanding at June 30, 2025	920,463	$	17.66	$	0.8	1.7

Exercisable at June 30, 2025	920,463	$	17.66	$	0.8	1.7

(1) The number of stock options exercised includes shares that the Company withheld on behalf of employees to satisfy the option exercise price (in the instances of net exercises) as well as statutory tax withholding requirements.

There was no unrecognized compensation expense related to stock options at June 30, 2025.

RSUs

The following table summarizes the Company's restricted stock unit ("RSU") activity for the six months ended June 30, 2025:


	Share units	Weighted-average grant date fair value
Unvested at December 31, 2024	1,819,308	$	17.79
Granted	1,036,833	18.02

Vested (1)	(819,974)	18.31
Forfeited	(75,509)	17.51
Unvested at June 30, 2025	1,960,658	$	17.70

(1) The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements.

At June 30, 2025, $23.9 million of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 1.9 years.

PSUs

The Company grants performance share units (“PSUs”) to senior management. In each case, the awards will cliff vest three years following the grant date. PSUs will be settled in shares of the Company's common stock. Depending on the Company's overall performance relative to the applicable measures, the size of the PSU awards are subject to adjustment, up or down, resulting in awards at the end of the performance period that can range from 0% to 225% of target. The Company will ratably recognize the expense over the applicable service period for each grant of PSUs and adjust the expense for the expected achievement of performance conditions as appropriate. The fair value of PSUs is determined by using a Monte Carlo simulation. For the awards granted in February 2025, 2024, and 2023, the number of PSUs that may be earned and vest is based on total shareholder return (“TSR”) relative to the component companies of the Russell 2000 Index over a three-year performance period.

On February 18, 2025 the Company granted a special PSU award to its Chief Executive Officer of 81,788 target PSUs, or a grant date fair value of $1.5 million. This award is eligible to vest based on the achievement of a minimum non-GAAP diluted earnings per share amount and specified revenue goals for a three-year performance period. If the goals are not met during the initial three-year period, the performance period may be extended an additional two years at a reduced payout level. Achievement could range from 0% to 400% of the target number of PSUs.

The following table summarizes the Company's PSU activity for the six months ended June 30, 2025:


	Share units	Weighted-average grant date fair value
Unvested at December 31, 2024	842,866	$	27.25
Granted	455,018	24.08

Vested (1)	(221,616)	29.92

Unvested at June 30, 2025	1,076,268	$	25.36

(1) The number of PSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements.

At June 30, 2025, $12.7 million of unrecognized compensation expense related to PSUs is expected to be recognized over a weighted-average period of 1.7 years.

Knowles Corp 10-Q