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SHARE-BASED COMPENSATION PLANS | 3 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
SHARE-BASED COMPENSATION PLANS | SHARE-BASED COMPENSATION PLANS Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Total share-based compensation is shown in the table below:
| Three Months Ended September 30, |  |
| 2024 |  | 2023 |  |  |  |
Equity plan expense (a) | $ | 16.9 |  |  | $ | 30.2 |  |  |  |  |
Liability plan (income) expense | 0.1 |  |  | (0.5) |  |  |  |  |
Total share-based compensation expense | $ | 17.0 |  |  | $ | 29.7 |  |  |  |  |
(a) Equity plan share-based compensation expense was recorded to additional paid in capital and presented in the Condensed Consolidated Statements of Equity. As of September 30, 2024, the total unrecognized share-based compensation expense related to stock options, restricted stock units and other share awards, and performance restricted stock units ("PRSUs") is nil, $120.0, and $27.1, respectively. The unrecognized share-based compensation expense related to stock options, restricted stock units and other share awards, and PRSUs, is expected to be recognized over a weighted-average period of 0.12, 3.32, and 1.95 years, respectively. Restricted Stock Units and Other Share Awards The Company granted no shares of RSUs and other share awards during the three months ended September 30, 2024 and 2023. The Company recognized share-based compensation expense of $13.2 and $29.4 for the three months ended September 30, 2024 and 2023, respectively, of which $5.2 and $21.0 related to Ms. Nabi's award, as described below. Performance Restricted Stock Units The Company granted 0.1 and 2.1 million shares of PRSUs, during the three months ended September 30, 2024 and 2023. The Company recognized share-based compensation expense of $3.7 and $0.6 for the three months ended September 30, 2024 and 2023, respectively, of which $1.8 and $0.1 related to Ms. Nabi's award, as described below. Long-term Equity Program for CEO The Company’s CEO, Sue Nabi, was granted a one-time sign-on award of restricted stock units (the “Award”) on June 30, 2021. The Award vested and settled in 10.0 million shares of the Company’s Class A Common Stock, par value $0.01 per share, on each of August 31, 2021, August 31, 2022 and August 31, 2023. The Company recognized the share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date. The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested. In connection with this Award, on October 29, 2021 and September 18, 2023, JAB, the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., completed the transfer of 10.0 million and 5.0 million shares of Class A Common Stock, respectively, to Ms. Nabi. On August 31, 2023 and 2022, the Company issued 5.0 million and 10.0 million shares of Class A Common Stock, respectively, to Ms. Nabi in connection with the third and second vesting of the Award. Pursuant to the term of the amended employment agreement on May 4, 2023, the Company granted Ms. Nabi a one-time award of 10,416,667 RSUs and will grant a total of 10,416,665 PRSUs in five equal tranches over the next five years. These two awards will vest periodically over the next seven years in accordance with the terms discussed below. Ms. Nabi's 10,416,667 RSUs will vest and settle in shares of the Company’s Class A Common Stock, par value $0.01 per share over five years on the following vesting schedule: (i) 15% on September 1, 2024, (ii) 15% on September 1, 2025, (iii) 20% on September 1, 2026, (iv) 20% on September 1, 2027; and (v) 30% on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. The Company will recognize approximately $109.6 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures. The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested. The first and second tranche of Ms. Nabi's PRSU award of 2,083,333 shares each shall fully vest on September 1, 2026 and 2027, respectively, subject to the achievement of three-year performance objectives determined by the Board on September 28, 2023 and October 2, 2024 (the grant dates), respectively, and subject to Ms. Nabi’s continued employment. The next three tranches of 2,083,333 PRSUs will be granted on or around each September 1 of 2025 through 2027, which shall vest on the third-year anniversary of the respective grant date, subject in each case to the achievement of three-year performance objectives to be determined by the Board. The Company will recognize share-based compensation expense associated with these PRSUs, on a straight-line basis over the vesting period, based on the fair value on the grant date when it is probable that the performance condition will be achieved. In the event that JAB and Ms. Nabi sell shares of Common Stock for cash in a privately negotiated transaction, subject to Board approval, the Company will grant Ms. Nabi new options to acquire shares of Common Stock (the “Reload Options”) in an amount equal to the number of shares sold by Ms. Nabi in such transaction. The Reload Options will have a strike price equal to the greater of the volume weighted average price for shares at the time of the relevant transaction and the fair market value on the date of grant. The potential expense attributed to the Reload Options will be recognized when the Reload Options are granted. Restricted Stock The Company granted no shares of restricted stock during the three months ended September 30, 2024 and 2023. The Company recognized share-based compensation expense of $0.0 and $0.5 for the three months ended September 30, 2024 and 2023, respectively. Series A Preferred Stock The Company granted no shares of Series A Preferred Stock during the three months ended September 30, 2024 and 2023. The Company recognized share-based compensation (income) expense of $0.0 and $(0.6) for the three months ended September 30, 2024 and 2023, respectively. Non-Qualified Stock Options The Company granted no non-qualified stock options during the three months ended September 30, 2024 and 2023. The Company recognized share-based compensation expense (income) of nil and $(0.2) for the three months ended September 30, 2024 and 2023, respectively

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